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Judgment
Ch. Mohd. Sharief Tariq, J
Under consideration is Application No. CA/564/CAA/2019 filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is to
dispense with convening, holding and conducting of the meeting of Equity Shareholders in relation to the M/s. IIFL Wealth Advisors (India) Limited
(herein after referred to as ‘Applicant Company/Transferor Company’). The registered Office of the M/s. IIFL Wealth Management
Limited (hereinafter referred as ‘Transferee Company’) is situated in the Mumbai, outside the jurisdiction of this Tribunal.
M/s. IIFL Wealth Advisors (India) Limited
i. The Transferor Company viz., M/s. IIFL Wealth Advisors (India) Limited, has 7 (Seven) Equity Shareholders. The list of Equity Shareholders is
placed at page 210 of the typed set filed with the Application. The consent affidavits given by all the Equity Shareholders are placed at pages 211 to
224 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening,
holding and conducting the meeting of Equity Shareholders. Therefore, the meeting of the Equity Shareholders of the Transferor Company is allowed
to be dispensed with.
ii. There is no Secured and Unsecured Creditor of the Transferor Company. The Certificate issued by the Chartered Accountants to this effect is
placed with the Application.
The Registry is directed to issue notice to the concerned Regional Director, Ministry of Corporate Affairs, RoC concerned and Income Tax
Authorities including the Assessing Officer of the I.T. Circle for the Applicant Company. The notice is also directed to be issued to the Official
Liquidator in relation to the Applicant/Transferor Company separately with the direction to appoint CA for filing the report with regard to the affairs of
the Company. In case, the scheme is exempted under the Competition Act, 2002, an affidavit to this effect is to be given. Otherwise, notice to CCI
may also be issued. It is noted that Applicant Company is Public Limited and listed company, so the Registry is directed to issue notice to Securities &
Exchange Board of India (SEBI). In case, the statutory authorities to whom the notice is issued are desirous of making any objection/representation,
they may do so within 30 days from the date of receipt of the notice. In case no objection/representation is made, it shall be presumed that they/any of
them have/has no objection/representation to make.
The Applicant Company is also directed to issue private notice having not less than 30+2 days before the date fixed for filing Petition(s) to the said
authorities/regulators by way of speed post/hand delivery separately. The proof of sending and effecting the service of notice upon them along with
the newspaper publication shall be submitted with the supporting affidavit to this Bench along with Company Petition.
The Applicant Company is directed to effect publication separately in the newspapers one in English “Business Standard†(Chennai Edition)
and another in vernacular “Malai Chudar†(Chennai Edition) provided the said newspapers have wide circulation in the State of Tamil Nadu, at
least a month before the date fixed for filing the Petition. The Applicant Company is also directed to upload the notice on its website and display the
notice on the notice board at its Registered Office. The Registry is also directed to display the notice on the notice board of this Bench.
Accordingly, the Application is allowed. The Applicant/Transferor Company is directed to file the Petition(s) on or before 22.08.2019.