Delhi High Court
Consumer Financial Services ... vs .. on 28 August, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 69/2015
Reserved on 29th July, 2015
Date of pronouncement: 28th August, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391 of the
Companies Act, 1956 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Consumer Financial Services Limited
Applicant/Transferor Company
WITH
L&T Housing Finance Limited
Non-Applicant/Transferee Company
Through Mr. Pankaj Mehta & Mr. Ashim
Sood, Advocates for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Section 391 of the
Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules,
1959 by the applicant/transferor company seeking directions of this court
to dispense with the requirement of convening the meetings of its equity
shareholders, secured and unsecured creditors, to consider and approve,
with or without modification, the proposed Scheme of Amalgamation of
Consumer Financial Services Limited (hereinafter referred to as the
applicant/transferor company) with L&T Housing Finance Limited
(hereinafter referred to as the transferee company).
2. The registered office of the applicant/transferor company is
situated at New Delhi, within the jurisdiction of this Court. However, the
registered office of the transferee company is situated at Mumbai,
outside the jurisdiction of this Court. Learned counsel for the applicant
has submitted that a similar application has also been moved by the
transferee company before the Bombay High Court for sanction of the
Scheme of Amalgamation which had been allowed by the Court vide
order dated 13th February, 2015.
3. The applicant/transferor company was originally incorporated
under the Companies Act, 1956 on 26th September, 2001 with the
Registrar of Companies, Maharashtra at Mumbai under the name and
style of Weizmann Infin Services Limited. The company changed its
name to Widereach Infin Services Limited and obtained the fresh
certificate of incorporation on 3rd July, 2003. The company again
changed its name to Consumer Financial Services Limited and obtained
the fresh certificate of incorporation on 20th June, 2008. 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 15th February,
2010.
4. The authorized share capital of the applicant/transferor company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
5. A copy of the Memorandum and Articles of Association of the
applicant/transferor company has been filed on record. The audited
balance sheet, as on 31st March, 2014, of applicant/transferor company,
along with the report of the auditors, has also been filed.
6. 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
by the applicant that the proposed amalgamation would create greater
synergies between the businesses of both the companies and would
enable them to have large asset base, access to better financial
resources as well as enable them to manage their business more
efficiently by effectively pooling the technical, distribution and marketing
skills of each other. It is further claimed that the proposed amalgamation
shall result in enhancement of net worth of the combined business to
capitalize on future growth potential.
7. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, no consideration
shall be payable by the transferee company since the transferee
company (itself and through its nominee) is the only shareholder of the
transferor company, and no shares shall be allotted by the transferee
company either to itself or to any of its nominee shareholders holding
shares in the transferor company.
8. It has been submitted by the applicant that no proceedings under
Sections 235 and 250A of the Companies Act, 1956 are pending against
the applicant/transferor company.
9. The Board of Directors of the applicant/transferor company in their
meeting held on 18th July, 2013 has unanimously approved the proposed
Scheme of Amalgamation. A copy of the Resolution passed at the
meetings of the Board of Directors of applicant/transferor company has
been placed on record.
10. The applicant/transferor company has 07 equity shareholders and
01 unsecured creditor. All the equity shareholders and the sole
unsecured creditor have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. There 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 and unsecured creditor of the applicant/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 creditor of the applicant/transferor company, as on
30th September, 2014.
11. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 28, 2015
