Makesense Technologies Limited (“MTL” or “the Transferor Company”) is a company incorporated under the provisions of the Companies Act 1956. The Transferor Company is incorporated to carry on the business of providing services and solutions in relation to placement consultancy, personnel recruitment, staffing, professional hiring and management consultancy to all kinds of persons, firms or organisations. The Transferor company holds 13.97% stake in the Transferee Company.
PB Fintech Limited (“PFL” or “the Transferee Company”) is a company incorporated under the provisions of Companies Act 1956. The Transferee Company, inter alia, is an integrated online marketing and consulting company and is engaged in the business of rendering online marketing and information technology consulting and support services largely for the financial services industry, including insurance. The equity shares of the Transferee Company are listed on BSE Limited and the National Stock Exchange of India Limited.
Current structure of the group is as under:
Management of the Transferor Company and the Transferee Company has decided to amalgamate the Transferor Company with and into the Transferee Company.
Restructuring of the group can be depicted as under:
Key features of the above transactions:
Key features | Transaction: Merger of the Transferor Company with and into the Transferee Company |
Appointed Date | April 1, 2022 |
Effective Date | Date of filling of certified copy of approving authority being NCLT with ROC. |
Jurisdictional Authority(ies) | Securities and Exchange Board of India Limited; BSE Ltd; The National Stock Exchange of India Limited; Jurisdictional National Company Law Tribunal (‘NCLT’); Jurisdictional Registrar of Companies (‘ROC’); Jurisdictional Regional Director (‘RD’) NCLT appointed Official Liquidator |
Consideration | The Transferee Company shall issue shares to the shareholders of the Transferor Company to the extent of holding by the Transferor Company in the Transferee Company, in proportion to their holding in the Transferor Company. |
Accounting Treatment | Pooling of interest method; |
Taxation | Tax neutral transaction |
Pre and Post shareholding patterns of the group companies, pursuant to effectiveness of the Scheme:
Name of the Company | Pre-Scheme Shareholding | Post-Scheme Shareholding | ||
% Promoter Shareholding | % Public Shareholding | % Promoter Shareholding | % Public Shareholding | |
Makesense Technologies Limited | 50.01% | 49.99% | NA, since merged | NA, since merged |
PB Fintech Limited | – | 100% | 50.01% | 49.99% |
As it can be observed from the above, upon merger of the Transferor Company with and into the Transferee Company, the shareholding pattern of the Transferee Company is replaced by the Shareholding of the Transferor Company.
Resultant structure post approval of the Scheme is as under:
Purpose of group restructuring:
The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and will result in the following benefits:
- Streaming of the corporate structure;
- Pooling of resources of the Transferor Company with the resources of the Transferee Company;
- Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;
- Rationalization of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalization; and
- Reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.
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