Order Copy of Scheme of Amalgamation
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The Regional Director (South East Region), Ministry of Corporate Affairs, Hyderabad has approved/confirmation order for the Scheme of Amalgamation between Sampada Business Solutions Limited (Transferor Company) and IIRM Holdings India Limited (Transferee Company) under Section 233 of the Companies Act, 2013 (fast-track merger route). Sampada Business Solutions is a wholly-owned subsidiary of IIRM Holdings, holding 3,64,38,221 equity shares (100% of its share capital), along with 1 share each held by 6 nominees. The Appointed Date for the merger is April 1, 2024. Upon the scheme becoming effective, Sampada Business Solutions will stand dissolved without winding up, and all its assets, liabilities and reserves will transfer to IIRM Holdings. The rationale cited is simplification of group structure, reduction in duplication, lower compliance costs, and greater financial integration. Post-merger, IIRM Holdings' authorised share capital will increase to Rs. 75.6 crore (15 crore equity shares of Rs. 5 each plus 6 lakh preference shares of Rs. 10 each).
Since Sampada is a wholly-owned subsidiary, no new shares will be issued to public shareholders and the shareholding pattern of IIRM Holdings remains unchanged. This is a routine internal group restructuring that should not materially impact stock price or shareholder value in the short term, though it may lead to small cost savings and cleaner financials going forward.