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Merger of Business for Recovery of Loan

(Querist) 09 December 2008 This query is : Resolved 
Our Company has lend Rs 25Cr to other corporate entity. The company whom we lend the amount was in resturant business , due to heavy losses the company is planning to close business operations and our amount of Rs 25Cr along with interest is still receivable .

We are in very critical position as we have no other option but to sue the company under civil procedure which shall again taken very long time .

Some lawyer is suggesting that if we can negotiate with the company whom we have lend the amount

To take over the present business along with its trademark etc through any demerger process .

Kindly suggest if the deal can be done should we plan to lake over the demerged business and settle the issue .

Also please suggest any lawyers contact no to whom we can contact regarding this issue

With regards

Sandeep Rohatgi

Mobile 09868705794
Manish Singh (Expert) 09 December 2008
dEAR Mr. Rohatagi,
firstly tell us what the loan agreement say about the situation. is there any provision that in case of default you shall be entitled for sshare subscription..
Look i would suggest you to sell off the loan to a NBFC/ ARC which can easily realise the loan from the said company.
PRAGYA ROHATGI (Querist) 09 December 2008
Sir ,

Thanks for your reply , The exact situation is that we are not having any loan agreement or so as we have given the same the loan receiving on a cheque only which says it is a Unsecured loan / Intercorporate deposits only as far as sell the loan to NBFC etc which seems goods but can not be possible as our directors are also having relations with directors of that company .

Hence we have to settle the matter amicabiliy . You are requested to advise as under what provisions we can file the matter in court and get a legal approval regarding merger so as the amount we have lost in loans can be recoverd on adjustment of losses incurred by the company with our business profits .

We are settel in Delhi in case if you can get through the matter i can take an appointment and come personelly to discuss the issue and fees regarding same

With regards


PRAGYA ROHATGI (Querist) 09 December 2008
Sir the ,

Above query is open
Manish Singh (Expert) 09 December 2008
you enter into a share purchase agreement with the said company citing the amount of Rs. 25 crore as the consideration amou nt.
why to go for merger..? just subscribe to the shares of the said company in lieu of the amount. if you hold majority shares, you shall be regulating the company, sothe purposes would be solved.

anyways both the company needs resolutions to enetr into the said transaction(merger). then you will have to file it in the HC of Delhi for approval under sec 391.
PRAGYA ROHATGI (Querist) 09 December 2008
Thanks for your reply ,

Kindly advise what are the possoibitlites regarding Get high court approval in terms of % ie 50-% 20% etc as if we take shares of that company we can take over the business only that is true ,

But in case merger is allowed we can adjust the Income Tax losses iccured by the company with our tax profits as per Income tax Act

With regards

PRAGYA ROHATGI (Querist) 09 December 2008
Sir ,

The above query is still open
PRAGYA ROHATGI (Querist) 09 December 2008

The above query is still open
PRAGYA ROHATGI (Querist) 09 December 2008
Can any one like to comment on possibilities of success if the matter is put up before Honble High Court
Manish Singh (Expert) 09 December 2008
most of the times it gets approved by the HC. if you are a private company then dont worry you shall be given permission.
Abhishek (Expert) 17 February 2009
very informative talks..

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