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:
Table of Contents
ToggleTransferor 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
- Consolidation: Integration of subsidiary resources into a single, efficient entity.
- Project Completion: Facilitates the completion of a joint real estate project in Noida.
- Resource Optimization: Enhanced use of financial, human, and physical assets.
- Cost Savings: Economies of scale and reduced redundancies.
- Simplified Structure: Streamlined shareholding and compliance.
- 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.