Delhi High Court
Twobro Investment & Finance Ltd vs Vinsan Credit & Securities Ltd on 10 December, 2010
Author: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) Nos.217/2010 & 218/2010
Date of Decision:10th December, 2010
Twobro Investment & Finance Limited...... Transferor Company No. 1.
Abhey Holdings Limited .....Transferor Company No. 2.
AVP Finance Limited .....Transferor Company No. 3.
Sant Dadu Dayal Investment & Finance Limited .....Transferor
Company No. 4.
AND
Vinsan Crdit & Securities Limited ..... Transferee Company
Through Mr. Sanjay Maria, Advocate.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. C.A.(M) No.217/2010 has been filed by Twobro Investment &
Finance Ltd., Abhey Holdings Ltd., AVP Finance Ltd., and Sant Dadu
Dayal Investment & Finance Ltd., transferor company Nos.1,2,3 and 4
respectively in respect of scheme of amalgamation with Vinsan Credit
& Securities Ltd., transferee company. C.A.(M) No.218/2010 has been
filed by the transferee company in respect of the scheme of
amalgamation. Copy of the scheme of amalgamation has been
enclosed with the two applications.
2. Registered office of the transferor companies and the
transferee company are located in the National Capital Territory of
Delhi. In the applications details with regard to the date of
C.A.(M) Nos.217& 218/2010 Page 1
incorporation, authorized, subscribed, issued and paid up share
capital of the transferor companies and the transferee company have
been mentioned.
3. Along with the application, the transferor companies and the
transferee company have enclosed Articles and Memorandum of
Association and their latest audited balance sheet. Copy of the
resolutions passed by the Board of Directors of the four transferor
companies and the transferee company approving and adopting the
proposed scheme of amalgamation have been enclosed with the
applications.
4. It is stated in the applications that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 (Act for short) are
pending against the four transferor companies and the transferee
company. It is mentioned in the applications that all companies i.e.,
the four transferor companies and transferee Company either have
the common directors or common shareholders.
5. Transferor company No.1 has 13 shareholders as per the list
(Annexure A-13) at page 449 of C.A.(M) No.217/2010. The said
shareholders have given consents/no objection certificates to the
proposed scheme and the same have been enclosed with the
application. List of secured and unsecured creditors of the transferor
company No.1 has been enclosed at page 502 (Annexure A-15) of
C.A.(M) No.217/2010. No objection certificates/consents from all the
secured and unsecured creditors of the transferor company No.1
have been enclosed at pages 506 to 509 (Annexure A-16).
6. Transferor company No.2 has 12 shareholders as per the list at
page 450 of C.A.(M) No.217/2010. No objection certificates/consents
C.A.(M) Nos.217& 218/2010 Page 2
from the said shareholders have been enclosed with the said
application. The transferor company No.2 does not have any secured
creditor but has unsecured creditors as per the list given at page 503
of C.A.(M) No.217/2010. The said unsecured creditors have given
consents/no objection certificates to the proposed scheme, which
have been enclosed at page 510 to 512 of C.A.(M) No.217/2010.
7. Transferor company No.3 has 13 shareholders as per the list
given at page 451 and the said shareholders have given consents/no
objection certificates to the proposed scheme of amalgamation,
which have been enclosed with C.A.(M) No.217/2010. Transferor
company No.3 does not have any secured creditor as per the
averments made in the application but has three unsecured creditor
as per the list at page 504 of C.A.(M) No.217/2010. The said
unsecured creditors have given consents/no objection certificates,
which have been enclosed at pages 513 to 515 of C.A.(M)
No.217/2010.
8. Transferor company No.4 has 11 shareholders as per list given
at page 452 of C.A.(M) No.217/2010. The said shareholders have
given their consents/no objection certificates to the proposed
scheme of amalgamation. The said company, as per the averments
made in the application, does not have any secured creditor and has
unsecured creditors as per the list at page 505. The said unsecured
creditors have given consents/no objection certificates to the
proposed scheme of amalgamation, which have been enclosed at
pages 516 to 518.
9. In the case of transferor company Nos.2 and 3, share
application money was received. It is stated in the application that
C.A.(M) Nos.217& 218/2010 Page 3
the share application has been returned back to the parties
concerned. Certificates of Chartered Accountant have been filed on
record at pages 519 to 524.
10. Transferee company has 13 shareholders as per list given at
page 418 of C.A.(M) No.218/2010. The said shareholders have given
their consents/on objection certificates to the proposed scheme and
the same have been enclosed with the application. Transferee
company does not have any secured creditor as per the averments
made in C.A.(M) No.218/2010. List of unsecured creditors of the
transferee company has been given at page 432 of C.A.(M)
No.218/2010 and the said unsecured creditors have given
consents/no objections certificates, which have been enclosed at
pages 433 and 434 of C.A.(M) No.218/2010.
11. In view of the aforesaid and no objection certificates/consents
given by the shareholders and the creditors, the need and
requirement to convene and hold meeting of the shareholders and
creditors of the four transferor companies and the transferee
company is dispensed with. The question of share exchange
ratio/swap ratio will be examined at the time of second motion.
Dasti.
SANJIV KHANNA, J.
DECEMBER 10, 2010
NA
C.A.(M) Nos.217& 218/2010 Page 4
