NCLT And IRDA Cross Swords Over Merger Of Two Firms With Shriram Insurance Arms

The Chennai-headquartered Shriram Group has become a bone of contention between NCLT and IRDA.  One of the largest financial services companies in the country underwent a series of reorganization in the not-so-distant past. Ostensibly, the objective was to un-clutter its cross-holdings to usher in a simplified structure. By doing so, it sought to consolidate its focus on its core business. The restructuring process also involved two group companies — Shriram Life Insurance Company Ltd and Shriram General Insurance Company Ltd. As part of the process, the separate investments of Shriram Capital in these two insurance ventures were demerged into two SPVs (special purpose vehicles) – Shriram LI Holdings and Shriram GI Holdings.  These investments were described as businesses while setting in motion the demerger process. This was done mainly to address the taxation angle.  Within a year or so of the formation of these two SPVs, a move was initiated to amalgamate these two with the  Shriram Life Insurance Company Ltd and Shriram General Insurance Company Ltd. The NCLT in Jaipur (where Shriram General is headquartered) and NCLT in Hyderabad (where Shriram Life is headquartered) heard these cases for approval. Insurance regulator IRDA raised objections to the amalgamation at Jaipur NCLT. The IRDA insisted that it had sole powers to approve since the merger related to the insurance entity. The Jaipur NCLT, however, declared that a merger of a non-insurance company with the insurance firm falls within the purview of the Companies Act, and, hence, IRDA has no power. The NCLT Jaipur suggested that only transfer of shares would come under the Insurance Act. In this instance, the amalgamation will result in the issue of fresh shares only. Hence, the NCLT Jaipur is convinced that fresh share issue comes under its purview only. The amalgamation move, no doubt, has the NCLT nod. But the NCLT Jaipur order has a lot to ponder over for the IRDA. Consequent to the NCLT Jaipur order, the wheel has come full circle. The two SVPs have collapsed, and Shriram Capital returns to be the shareholders of these two insurance firms. One is not sure how the policy-holders benefit from this circus.