Debt, Equity Holders Approve Merger of IDFC with IDFC First Bank

Shareholders and non-convertible debenture (NCD) holders of IDFC First Bank have approved a proposal to merge parent IDFC Ltd with the lender. The National Company Law Tribunal (NCLT) convened a meeting on May 17 through video conferencing and other audio-visual means to consider and approve the composite scheme of amalgamation for IDFC First Bank, the bank said in a regulatory filing.

The board of the bank presented the result of voting on the proposal for amalgamation before the NCLT. “We wish to inform that the resolution approving the Scheme was passed by the overwhelming majority of 99.95 per cent of the equity shareholders, representing more than three-fourths in value of the equity shareholders of the bank voting through remote e-voting and e-voting during the meeting, in terms of the provisions of Sections 230-232 of the Companies Act, 2013,” the lender said.

In a separate filing, it said the proposal was passed by the overwhelming majority of 99.99 per cent of the NCD holders. As part of the composite scheme of amalgamation, IDFC FHCL would first merge with IDFC and then IDFC into IDFC First Bank Ltd.

Under the proposed reverse merger scheme, an IDFC shareholder will get 155 shares for every 100 shares she/he holds in the bank. Both stocks have a face value of Rs 10 each. IDFC was an infra lender in the private sector space, and following its bigger peers like ICICI and IDBI, it also launched a banking subsidiary in 2015 — IDFC Bank — but could not make a mark.

Like HDFC Bank, the merged IDFC First Bank will also have no promoter entity but is fully owned by institutional and public shareholders. IDFC began as an infra lender in 1997. It got in-principle approval from the RBI to set up a bank in April 2014, and in October 2015, it launched IDFC Bank when on-tap licensing began, following which loans and liabilities of IDFC were transferred to the bank.

In December 2018, it took over Capital First, a consumer and MSME-focused non-bank since 2012, and was renamed IDFC First Bank and became a full-service universal bank.