IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 39/2016
Reserved on 23rd May, 2016
Date of pronouncement: 27th July, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391(1) of the
Companies Act, 1956
Scheme of Arrangement between:
FIITJEE Limited
Applicant/Demerged Company
AND
Edfora Edtech Private Limited
Applicant/Resulting Company
Through Mr. Rajeev K. Goel, Advocate
for the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391(1) of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Arrangement between FIITJEE Limited (hereinafter referred to as the demerged company) and Edfora Edtech Private Limited (hereinafter referred to as the resulting company).
CA (M) 39/2016 Page 1 of 5
2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court.
3. The demerged company was incorporated under the Companies Act, 1956 on 13th October, 1997 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The resulting company was originally incorporated under the Companies Act, 1956 on 2nd January, 2013 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Colorado Tour & Travels Private Limited. The company changed its name to Edfora Edtech Private Limited and obtained the fresh certificate of incorporation on 19th December, 2015.
5. The present authorized share capital of the demerged company is Rs.62,55,00,000/- divided into 5,84,50,000 equity shares of Rs.10/- each aggregating to Rs.58,45,00,000/-; 40,00,000 Series 'A' equity shares of Rs.10/- each aggregating to Rs.4,00,00,000/- and 1,00,000 compulsory convertible preference shares of Rs.10/- each aggregating to Rs.10,00,000/-. The issued, subscribed and paid-up share capital of the company is Rs.42,52,99,270/- divided into 3,86,63,570 equity shares of Rs.10/- each aggregating to Rs.38,66,35,700/- and 38,66,357 Series 'A' equity shares of Rs.10/- each aggregating to Rs.3,86,63,570/-. CA (M) 39/2016 Page 2 of 5
6. The present authorized share capital of the resulting company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record. The audited balance sheets, as on 31st March, 2015, of the demerged and resulting companies, along with the report of the auditors, have also been filed.
8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavits. It is submitted by the applicants that the demerged company has two distinct business segments-conventional education business and Tech Business and it is proposed to demerge the Tech Business from the demerged company and merge it into the resulting company. It is claimed that the proposed demerger is expected to have beneficial results for the said companies, their shareholders and other stakeholders. CA (M) 39/2016 Page 3 of 5
9. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the resulting company shall issue and allot equity shares to the shareholders of the demerged company in the following ratio:
"17 equity shares of Rs.10/- each of the resulting company, credited as fully paid up, for every 723 equity shares of Rs.10/- each held in the demerged company."
"17 series 'A' equity shares of Rs.10/- each of the resulting company, credited as fully paid up, for every 723 series 'A; equity shares of Rs.10/- each held in the demerged company."
10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 or under the corresponding sections of the Companies Act, 2013 are pending against the applicant companies.
11. The Board of Directors of the demerged and resulting companies in their separate meetings held on 9th January, 2016 have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Directors of the demerged and resulting companies have been placed on record.
12. The demerged company has 11 equity shareholders, 01 series 'A' equity shareholder, 04 secured creditor and 171 unsecured creditors. 10 out of 11 equity shareholders, being 90.91% in number and 94.95% in value, the sole series 'A' equity shareholder, all secured creditors and CA (M) 39/2016 Page 4 of 5 162 out of 171 unsecured creditors, being 94.73% in number and 99.36% in value, have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders, including series 'A' equity shareholders, secured and unsecured creditors of the demerged company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with.
13. The resulting company has 02 equity shareholders. Both the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the resulting company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. There is no secured or unsecured creditor of the resulting company, as on 9th January, 2016.
14. The application stands allowed in the aforesaid terms.
Dasti SUDERSHAN KUMAR MISRA, J.
July 27, 2016 CA (M) 39/2016 Page 5 of 5