NCLT Directs Meeting for DiGiSPICE in Proposed Scheme of Amalgamation

NCLT Directs Meeting for DiGiSPICE in Proposed Scheme of Amalgamation​

The National Company Law Tribunal (NCLT) passed a key order regarding a proposed Scheme of Amalgamation involving DiGiSPICE Technologies Limited and two other entities: Spice Money Limited, E-Arth Travel Solutions Private Limited, and Vikasni Fintech Private Limited. The Tribunal directed DiGiSPICE to convene a meeting of its equity shareholders through Video Conferencing or other Audio Visual Means to consider the merger scheme.

The application concerned a joint effort to merge the four companies, aiming to streamline ownership and business operations and simplify the corporate structure.

Amalgamation Details and Corporate Rationale​

The involved entities are:

• Transferee Company: DiGiSPICE Technologies Limited
• Transferor Company 1: Spice Money Limited
• Transferor Company 2: E-Arth Travel Solutions Private Limited
• Transferor Company 3: Vikasni Fintech Private Limited

According to the applicant companies, the rationale for the proposed scheme includes enhancing value for shareholders of the listed entity, rationalizing the structure by reducing the number of legal entities, and achieving economies of scale by consolidating operations.

NCLT Decisions on Stakeholder Meetings​

The NCLT issued specific directions concerning the requirement to convene meetings for the respective shareholders and creditors of all applicant companies.

The Tribunal dispensed with the requirement of convening meetings for most stakeholders based on the consent affidavits and the status of secured creditors across the companies:


For DiGiSPICE Technologies Limited, the Tribunal directed that the meeting of its equity shareholders be convened via Video Conferencing or Audio Visual Means. This mandate was predicated on the fact that the company had nil secured creditors. Furthermore, the meeting of unsecured creditors was dispensed with due to consent affidavits being placed on record, with unsecured creditors representing 94.08% in value furnishing their consents.

Shareholding and Exchange Ratio​

The records show that DiGiSPICE Technologies Limited holds substantial stakes in the other entities. Notably, DiGiSPICE/Applicant Company 4 holds 96.83% of the ordinary equity share capital of Spice Money Limited/Applicant Company 1, and 100% of its non-convertible redeemable preference shares.

The Tribunal noted that the recommended share exchange ratio for the amalgamation of Transferor Company 1 was set at 126 Equity Shares of INR 3 each fully paid-up of DiGiSPICE Technologies Limited for every 100 Equity Shares of INR 10 each fully paid-up held by a shareholder in Spice Money Limited.

Next Steps for Transferee Company​

The Tribunal appointed specific professionals to oversee the required shareholder meeting for DiGiSPICE:

• Chairperson: Mr. Ashutosh Gupta, Advocate
• Alternate Chairperson: Mr. Suman Kumar Jha, Advocate
• Scrutinizer: Ms. CS Aditi Agarwal

The Tribunal also stipulated that the meeting of the equity shareholders of DiGiSPICE shall be convened on a date and time to be fixed by the Chairperson in consultation with the Applicant Company.

DIGISPICE Stock Price Movement​

DiGiSPICE Technologies Limited shares today slipped by 0.93% to settle at ₹20.02 in post-market trading. The stock saw a total traded volume of 108,244 shares, as it closed lower compared to its previous session's close.