M/S. Bhartiya Finstock Private ... vs ...
2015 Latest Caselaw 738 Del

                      IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 8/2015

                                       Reserved on 16th January, 2015
                            Date of pronouncement: 28th January, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Sections 391 to 394 & Sections
100 to 103 of the Companies Act, 1956

Scheme of Amalgamation of:

M/s. Bhartiya Finstock Private Limited
                                     Applicant/Transferor Company No. 1

M/s. Bhartiya Global Holdings Private Limited
                                    Applicant/Transferor Company No. 2

M/s. Bhartiya Infotech Private Limited
                                     Applicant/Transferor Company No. 3
      WITH

M/s. Springdale Trading Private Limited
                                          Applicant/Transferee Company

                               Through Mr. Kunal Tandon, Advocate
                               for the applicants

SUDERSHAN KUMAR MISRA, J.

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

Sections 100 to 103 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 Amalgamation of

M/s.Bhartiya Finstock Private Limited (hereinafter referred to as the

transferor company no. 1); M/s. Bhartiya Global Holdings Private Limited

(hereinafter referred to as the transferor company no. 2) and

M/s.Bhartiya Infotech Private Limited (hereinafter referred to as the

transferor company no. 3) with M/s. Springdale Trading 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 no. 1 was incorporated under the

Companies Act, 1956 on 26th August, 2005 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

4. The transferor company no. 2 was incorporated under the

Companies Act, 1956 on 2nd September, 1999 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferor company no. 3 was incorporated under the

Companies Act, 1956 on 25th January, 2000 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

6. The transferee company was incorporated under the Companies

Act, 2013 on 17th November, 2014 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

7. The present authorized share capital of the transferor company

no.1 is Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/-

each. The present 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 fully paid-up.

8. The present authorized share capital of the transferor company

no.2 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.1,00,200/- divided into 10,020 equity shares of Rs.10/-

each fully paid-up.

9. The present authorized share capital of the transferor company

no.3 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.1,00,200/- divided into 10,020 equity shares of Rs.10/-

each fully paid-up.

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

Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each. The

present 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 fully

paid-up.

11. 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.

12. 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 submitted

by the applicants that the proposed amalgamation will lead to

consolidation of the investments of Bhartiya Group in a single entity and

creation of a linear and clean shareholding structure of the Bhartiya

Group. It is claimed that the proposed amalgamation would lead to

overall reduction in administrative, managerial and other expenditure and

operational rationalization, organizational efficiency, optimal utilization of

various resources, and pooling of resources.

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

provides that, upon coming into effect of this Scheme, the transferee

company shall issue and allot redeemable non-cumulative preference

shares to the shareholders of the transferor companies in the following

ratio:-

"49 redeemable non-cumulative preference shares of the face value of Rs.10/- each credited as fully paid-up in the share capital of the transferee company for every 1 (one) fully paid-up equity share of the face value of Rs.10/- each held in the transferor company no. 1."

"62 redeemable non-cumulative preference shares of the face value of Rs.10/- each credited as fully paid-up in the share capital of the transferee company for every 1 (one) fully paid-up equity share of the face value of Rs.10/- each held in the transferor company no. 2."

"39 redeemable non-cumulative preference shares of the face value of Rs.10/- each credited as fully paid-up in the share capital of the transferee company for every 1 (one) fully paid-up equity share of the face value of Rs.10/- each held in the transferor company no. 3."

14. It has been submitted by the applicants that no investigation

proceedings under Sections 237, 243, 247(1A), 250A and 251 or any

other applicable provisions of the Companies Act, 1956 or under

Sections 210, 211, 212(1) to (7) & (11) to (17), 214, 215, 216(1) & (3),

217, 219, 220, 223, 224(1), (3) and (4) and 225 or any other applicable

provisions of the Companies Act, 2013 are pending against the applicant

companies.

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

in their separate meetings held on 5th December, 2014 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.

16. The transferor company no. 1 has 02 equity shareholders and 04

unsecured creditors. Both the equity shareholders and all the unsecured

creditors 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 meetings of the equity

shareholders and unsecured creditors of the transferor company no. 1 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 transferor company no. 1, as on 30th November,

2014.

17. The transferor company no. 2 has 02 equity shareholders and 03

unsecured creditors. Both the equity shareholders and all the unsecured

creditors 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 meetings of the equity

shareholders and unsecured creditors of the transferor company no. 2 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 transferor company no. 2, as on 30th November,

2014.

18. The transferor company no. 3 has 03 equity shareholders and 03

unsecured creditors. All the equity shareholders and all the unsecured

creditors 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 meetings of the equity

shareholders and unsecured creditors of the transferor company no. 3 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 transferor company no. 3, as on 30th November,

2014.

19. 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 12th December, 2014.

20. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

January 28, 2015