IDFC FIRST BANK LIMITED — M&A Activity 2018

Dec 13, 2018

I DFCBAN K/SD/SE/110/2018-19

December 13, 2018

The Manager- Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E) Mumbai-400051 Scrip Code: IDFCBANK

The Manager- Listing Department BSE Limited 151Floor, P.J . Towers, Dalal Street Mumbai-400 001 Scrip Code: 539437

Sub.: Approval of the National Company Law Tribunal ('Hon'ble NCLT') to the Composite Scheme of Amalgamation of Capital First Limited, Capital First Home Finance Limited and Capital First Securities Limited (collectively referred to as the 'Amalgamating Companies') with IDFC Bank Limited ('Amalgamated Company') and their respective shareholders and creditors pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Scheme')

Ref.: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

Dear Sir I Madam,

This is in continuation of our letter IDFCBANK/SD/SE/104/2018-19 dated November 20, 2018 wherein we had informed that the final hearing of Company Petition No. CP/219/CAA/2018, filed by IDFC Bank Limited with the Hon'ble NCLT, Chennai Bench will be held on Wednesday, December OS, 2018.

In this regard, we are pleased to inform you that, the Hon'ble NCLT, Chennai Bench has sanctioned the arrangement embodied in the Scheme and has approved the Appointed Date ofthe Scheme to be October 01, 2018. Order of the Hon'ble NCLT, Chennai Bench is attached for your records.

Further, final hearing at the Hon'ble NCLT, Mumbai Bench was held on Thursday, December 06, 2018 in the matter of the Amalgamating Companies and the Hon'ble NCLT, Mumbai Bench has sanctioned the arrangement embodied in the Scheme and has approved the Appointed Date ofthe Scheme to be October 01, 2018.

The Scheme will become Effective on filing of the Orders passed by both Benches ofthe Hon'ble NCLT with the Registrar of Companies.

Kindly take the aforesaid on record.

Thanking you,

Yours faithfully, For DFC Bank Limited Company Secretary

Encl.: As mentioned above

IDFC Bank Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL SINGLE BENCH, CHENNAI

v

..

Com ny

CP /219 I (IB)/2018 ln CA/132/CAA/2018

Under Section 230 to 232 of the Companies Act 2013

In the matter of Scheme of Amalgamation

Between

M/s. Capital First Limited

(Transferor Company-!)

And

M/ s. Capital First Home Finance Limited (Transferor Company-2)

And

M/s. Capital First Securities Limited

(Transferor Company-3)

With

M/ s. IDFC s~nk Limited

(Transferee Company}

And THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Order delivered on 12th December, 2018

CORAM

CH. MOHD SHARIEF TARIQ, MEMBER (J)

For the Petitioner(s):Mr. H. Karthik Seshadari, Counsel ··

ORDER

Per: CH. MOHD SHARIEF TARIQ, MEMBER (J)

1. Under Consideration 1s a Company Petition CP.No.219/(IB)/2018 filed under Section 230 to 232 of the Companies Act, 2013 rfw the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016 and National Company Law Tribunal Rules, 2016. The instant Petition pertains to the proposed Scheme of Amalgamation by virtue of which M/ s. Capital First Limited (hereinafter referred to as 'Transferor Company-1'), M/s. Capital First Home Finance Limited (hereinafter referred to as 'Transferor Company-2') and M/ s. Capital First Securities Limited (hereinafter referred to as 'Transferor Company-3') are proposed to be amalgamated and vested with M/ s. IDFC Bank Limited (hereinafter referred to as 'Transferee Company') as a going concern.

1. The Transferor Company-1 v1z., M/s. Capital First Limited, is a public limited company, incorporated on 18.10.2005 under the provisions of the Companies Act, 1956, having its registered office at One Indiabulls Centre, Tower 2A & 2B, 10th Floor, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013. The Transferor Company-2 viz., M/ s. Capital First Home Finance Limited is a private limited Company incorporated on 23.12.2010, having its registered office at One Indiabulls Centre, To~er 2A & ·2B, ·- ...

1Oth Floor, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013 . The Transferor Company-3 viz., M/s. Capital First Securities Limited is also a private limited Company . . 1ncorporated on 05.04.2007' having its registered office at Technopolis Knowledge Park, A-Wing, 4th Floor 401-407, Mahakali Caves Road, Chakala, Andheri (E), Mumbai-400093 . The Transferee Company viz. M/ s. IDFC Bank Limited, was incorporated on 21.10.2014 under the Companies Act 2013, and has its registered office at KRM Towers, 7th Floor, No. 1, Harrington Road, Chetpet, Chennai-600031 .

1. The ma1n objects of the Transferor Company- I is to carry on business of Investment/Finance Company in all its branches, while the Transferor Company 2 is engaged in providing long term finance to any person or persons, company or corporation, society or association and the Transferor Company-3 aims to do the business of wealth manager by distribution of Mutual Funds and other products. The object of the Transferee Company is to carry on the business of banking in any part of India or outside

India. All the Transferor Companies are falling within the jurisdiction of NCLT Mumbai. The Transferee Company is falling within the jurisdiction of this Bench.

• 1. This Bench vide its Order date 19.07.2018, In CA/ 132/CAA/2018, directed with the convening and holding of the meeting of. Shareholders and creditors of the Transferee Company. The Transferee Company complied with all the Orders passed by this Bench.
• 1. The Counsel appearing for the Petitioner Company submitted the reasons and circumstances leading to and justifying the proposed Scheme of amalgamation, which make it beneficial for the Companies concerned, including their members and creditors. He submits that the Transferee Company has successfully acquired a banking license and hence can form the basis to raise resources ' . and deposits from the public at competitive rates. Further, the Amalgamation through this Scheme shall result in bolstering the capital base and balance sheet and shall provide growth capital for the future growth of the Transferee Company.

• 1. The Scheme provides that the whole of the underta king of the Transferor Companies comprising of a ll its assets and liabilities shall be transferred to the transferee company as a going concern.
• 1. The Regional Director, Southern Region (for short, 'RD} in his Affidavit dated 15.11.2018 submitted that all the three Transferor Companies are having their registered office in Mumbai and the Transferee Company only is having its registered office 1n Chennai within the Jurisdiction of the National Company Law Tribunal Bench at Chennai. The RD further submitted that as per the report of RoC, Chennai, Transferee Company is regular in filing its statutory returns. There is no prosecution filed, no complaints pending and no inspection/ investigation has been conducted against the Transferee Company.

I (/ \ ~~ LA . •r: >-', t ~ . "? e::-~ ~ .. • 1-._ Eti~

, f. " .... . 8. The RD has submitted that clause 16 of Part C and !J ~ --~~·- · r...,~ . cy 8 -~ " of Part D of the Scheme of the Companies ;- - ~ tv ,6, ~~~Z ovides for the protection of the interest of the employee · ~ of the Transferor company-! to 3.

I ' 9. The RD has also submitted that as per clause 31 PartE of the Scheme, the authorised capital of the Transferor Companies will be merged with the authorised capital of the Transferee Company. The RD suggested that the Transferee Company may be directed to file the amended MOA and AOA with the ROC, Chennai for his records. The RD has further submitted that as per clause ( 1) to Sub-Section (3) of Section 232 of the Companies Act 2013, the Transferee Company has to pay the fees, if any, for the enhanced authorised capital subsequent to the amalgamation after setting off the fees paid by the Transferor Companies.

.. -

1. Further, a 'No objection' letter dated 04.06.2018 by RBI has been placed on record conveying no objection on voluntary amalgamation of the Transferor and Transferee Companies.

There is no additional requirement for any modification and the said Scheme of Amalgamation appears to be fai.r and reasonable and is not contrary to public · policy and

· 1 t' f prov1 ·s1 ' 0 ns of law. All the statutory not v1o a 1ve o any compliances have been made under Section 230 to 232 of the Companies Act, 2013. Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed with the Petition is hereby sanctioned, which shall be binding on the shareholders, creditors and employees of the Companies. The appointed date of the Scheme is 01.10.2018.

1. While approv1ng the Scheme as above, it is clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law. The Transferee Company is directed to file the amended MoA and AoA with the RoC, Chennai, for records, and pay the fee, if any, on its ..--.::::- ~enhanced authorised capital, as may be applicable.

• 1. The Companies to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the working of the said Scheme.
• 1. A certified copy of this Order shall be filed with the concerned Registrar of Companies within 30 days of the receipt of the Order.
• 1. The Transferor Companies shall be dissolved without winding up from the date of the filing of the certified copy of this Order with the concerned Registrar of Companies.
• 1. Upon receiving the certified copy of this Order, the RoC, Chennai, may seek all documents relating to the Transferor Companies from the concerned RoC, so that the files relating to the Transferor Companies could get consolidated with the files and records of the Transferee Company.

The Order of sanction to this Scheme shall be prepared the Registry as per the relevant format provided under Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016 notified on 14th December, 2016.

1. Accordingly, the Scheme stands sanctioned and CP/219/{IB)/2018 stands disposed of.

)j· riJvvvl/ / (CH. MOHD SHARIEF?fA.RIQ) I' MEMBER (JUpiCIAL)

SHREYA

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