Fil India Business Services ... vs ...
2015 Latest Caselaw 3011 Del

                  IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 39/2015

                                         Reserved on 23rd March, 2015
                               Date of pronouncement: 16th April, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391 to 394 of the
Companies Act, 1956 read with Rules 6 and 9
of the Companies (Court) Rules, 1959

Scheme of Amalgamation of:

FIL India Business Services Private Limited
                                           Applicant/Transferor Company
      WITH

FIL Research (India) Private Limited
                                          Applicant/Transferee Company

                               Through Mr. Mahesh Aggarwal with
                               Mr. Rajeev Kumar, Advocates for the
                               applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Sections 391 and 394 of

the Companies Act, 1956 read with Rules 6 & 9 of the Companies

(Court) Rules, 1959 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

Amalgamation of FIL India Business Services Private Limited (hereinafter

referred to as the transferor company) with FIL Research (India) Private

Limited (hereinafter referred to as the transferee company).

2. The registered offices of the transferor and transferee companies

are situated at New Delhi, within the jurisdiction of this Court.

3. The transferor company was incorporated under the Companies

Act, 1956 on 27th March, 2009 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 7th November, 2007 with the Registrar of

Companies, Maharashtra at Mumbai under the name and style of Fidelity

Funds Network Private Limited. The company changed its name to FIL

Funds Network Private Limited and obtained the fresh certificate of

incorporation on 11th June, 2008. The company again changed its name

to FIL Research (India) Private Limited and obtained the fresh certificate

of incorporation on 23rd May, 2012. Thereafter, the company shifted its

registered office from the State of Maharashtra to Delhi and obtained a

certificate in this regard from the Registrar of Companies, NCT of Delhi &

Haryana at New Delhi on 17th December, 2014.

5. The present authorized share capital of the transferor company is

Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The

present issued, subscribed and paid-up share capital of the company is

Rs.1,47,130/- divided into 14,713 equity shares of Rs.10/- each fully

paid-up.

6. The present authorized share capital of the transferee company is

Rs.2,99,00,00,000/- divided into 29,90,00,000 equity shares of Rs.10/-

each. The issued, subscribed and paid-up share capital of the company

is Rs.2,43,85,39,370/- divided into 24,38,53,937 equity shares of Rs.10/-

each fully paid-up.

7. Copies of the Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record. The

audited balance sheets, as on 31st March, 2014, of the transferor and

transferee companies, along with the report of the auditors, have also

been filed.

8. A copy of the Scheme of Amalgamation has been placed on record

and the salient features of the Scheme have been incorporated and

detailed in the application and the accompanying affidavit. It is claimed

that the amalgamation will result in reduction of overheads,

administrative and other expenditure and bring about operational

rationalization, organizational efficiency and optimal utilization of various

resources. It is further claimed that proposed amalgamation will provide

an opportunity to leverage combined assets and capital better, build a

stronger sustainable business, improve the potential for further growth

and expansion of the businesses of the two companies.

9. So far as the share exchange ratio is concerned, the Scheme

provides that since the transferor company is a wholly owned subsidiary

of the transferee company, the transferee company shall not issue any

share or pay any consideration to the transferor company or to its

shareholders pursuant to the sanction of this Scheme.

10. It has been submitted by the applicants that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 and/or under Sections

210, 212(1) to (7) & (11) to (17), 214, 215, 216(1) & (3), 217, 219, 220,

223, 224(1), (3) & (4), and 225 of the Companies Act, 2013 are pending

against the applicant companies.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 9th March, 2015 have unanimously

approved the proposed Scheme of Amalgamation. Copies of the

Resolutions passed at the meetings of the Board of Directors of the

transferor and transferee companies have been placed on record.

12. The transferor company has 02 equity shareholders. Both the

equity shareholders have given their consents/no objections in writing to

the proposed Scheme of Amalgamation. 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 transferor company to consider and, if thought

fit, approve, with or without modification, the proposed Scheme of

Amalgamation is dispensed with. There is no secured or unsecured

creditor of the transferor company, as on 11th March, 2015.

13. The transferee company has 02 equity shareholders. Both the

equity shareholders have given their consents/no objections in writing to

the proposed Scheme of Amalgamation. 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 transferee company to consider and, if thought

fit, approve, with or without modification, the proposed Scheme of

Amalgamation is dispensed with. There is no secured or unsecured

creditor of the transferee company, as on 11th March, 2015.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

April 16, 2015