Mirza International’s Strategic Merger with T N S Hotels and Resorts Pvt. Ltd.: Key Insights

Merger of T N S Hotels and Resorts Pvt. Ltd. with Mirza International Ltd.: Key Highlights

The document outlines the amalgamation of T N S Hotels and Resorts Private Limited, a wholly-owned subsidiary, with its parent company, Mirza International Limited. The merger was sanctioned by the NCLT Allahabad Bench, Prayagraj, on January 24, 2025. Below are the key details:

Transferor and Transferee

• Transferor Company: T N S Hotels and Resorts Pvt. Ltd.
• Transferee Company: Mirza International Limited

Amalgamation Details

• The merger scheme, effective from April 1, 2023, consolidates T N S Hotels into Mirza International.
• No New Shares Issued: As a wholly-owned subsidiary, the merger will not result in the issuance of new shares or changes in Mirza International’s share capital.

Rationale for the Merger

1. Consolidation: Integration of subsidiary resources into a single, efficient entity.
2. Project Completion: Facilitates the completion of a joint real estate project in Noida.
3. Resource Optimization: Enhanced use of financial, human, and physical assets.
4. Cost Savings: Economies of scale and reduced redundancies.
5. Simplified Structure: Streamlined shareholding and compliance.
6. Increased Shareholder Value: Expected to improve financial strength and shareholder returns.

Compliance and Approvals

• The merger complies with Accounting Standards under Section 133 of the Companies Act, 2013.
• No pending legal proceedings under relevant sections of the Companies Act.
• Approvals:
  • The NCLT dispensed with the requirement for shareholder and creditor meetings.
  • Notices were issued to statutory authorities, and the scheme was disclosed to BSE and NSE.
  • No approvals required from SEBI, BSE, NSE, or the Competition Commission of India.

Post-Merger Implications

• Assets and Liabilities: All assets, liabilities, and employees of T N S Hotels will transfer to Mirza International.
• Dissolution: T N S Hotels will be dissolved without a winding-up process.
• Tax Liabilities: Mirza International assumes all tax obligations of T N S Hotels from the appointed date.

Strategic Impact

This merger is a strategic initiative by Mirza International to strengthen its operations, reduce costs, and streamline its business framework, paving the way for long-term growth and efficiency.