Indiabulls Finance Company ... vs ...
2015 Latest Caselaw 5329 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 123/2015

                                           Reserved on 9th July, 2015
                               Date of pronouncement: 27th July, 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 Arrangement between:

Indiabulls Finance Company Private Limited
                                         Applicant/Transferor Company
      AND

Indiabulls Commercial Credit Limited
                                          Applicant/Transferee Company

                               Through Mr. Amar Gupta & Mr. Divyam
                               Aggarwal, Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint 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 companies seeking directions of this court to

dispense with the requirement of convening the meetings of their equity

and preference shareholders and the secured creditors of the transferor

company and for convening of separate meetings of their unsecured

creditors and the secured creditors of the transferee company to consider

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

Arrangement between Indiabulls Finance Company Private Limited

(hereinafter referred to as the transferor company) and Indiabulls

Commercial Credit 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 originally incorporated under the

Companies Act, 1956 on 18th March, 2005 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Indiabulls Investment Private Limited. The company changed its

name to Indiabulls Finance Company Private Limited and obtained the

fresh certificate of incorporation on 9th May, 2005.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 7th July, 2006 with the Registrar of Companies,

NCT of Delhi & Haryana at New Delhi under the name and style of

Indiabulls Commercial Credit Limited. The company changed its name to

Indiabulls Infrastructure Credit Limited and obtained the fresh certificate

of incorporation on 21st January, 2009. The company again changed its

name to Indiabulls Commercial Credit Limited and obtained the fresh

certificate of incorporation on 12th March, 2015.

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

Rs.11,00,00,000/- divided into 1,10,00,000 equity shares of Rs.10/- each.

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

Rs.10,94,20,960/- divided into 1,09,42,096 equity shares of Rs.10/- each.

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

Rs.30,00,00,000/- divided into 3,00,00,000 equity shares of Rs.10/- each.

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

Rs.23,95,20,000/- divided into 2,39,52,000 equity shares of Rs.10/- each.

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, 2015, along with the reports of

the auditors, of the transferor and transferee companies 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 affidavit. It is submitted

by the applicants that the Scheme will help to avoid overlap in the landing

activities of both the companies, duplication of resources, systems, skills

and process, reduce overall cost, improve synergies, enable the

achievement of economies of scale, reduce administrative costs entitled

by the conduct of the businesses through separate entities, provide

enhanced flexibility in funding of expansion plans, promote management

efficiency and optimize the resources of the transferee company.

9. 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 equity shares to the shareholders of the

transferor company in the following ratio:

"03 equity shares of Rs.10/- each of the transferee company, credited as fully paid up, for every 01 equity share of Rs.10/- each fully paid up held in the transferor company."

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

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

provisions 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 16th April, 2015 have unanimously

approved the proposed Scheme of Arrangement. 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 07 equity shareholders and 01

secured creditor. All the equity shareholders and the only secured

creditor 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 and secured creditors of the transferor company to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Arrangement is dispensed with.

13. The transferee company has 07 equity shareholders and 01

preference shareholder. All the equity shareholders and the only

preference shareholder 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 and preference shareholder of the transferee

company to consider and, if thought fit, approve, with or without

modification, the proposed Scheme of Arrangement is dispensed with.

14. The transferor company has 03 unsecured creditor and a direction

is sought to convene and hold their meeting to seek their approval to the

proposed Scheme of Arrangement. Considering the facts and

circumstances aforesaid, the meeting of the unsecured creditors of the

transferor company shall be held on 28th August, 2015 at 12:30 p.m. at

Claridges Hotel, New Delhi. Mr. Yogesh Malhotra, Advocate, (Mobile No.

9811151411) is appointed as the Chairperson and Ms. Ushma Malik,

Advocate, (Mobile No. 9999202372) is appointed as the Alternate

Chairperson to conduct the said meeting. The Quorum of the meeting of

the unsecured creditors of the transferor company shall be 02 in number

and more than 25% in value of the total unsecured debt.

15. The transferee company has 04 secured creditors and a direction

is sought to convene and hold their meeting to seek their approval to the

proposed Scheme of Arrangement. Considering the facts and

circumstances aforesaid, the meeting of the secured creditors of the

transferee company shall be held 28th August, 2015 at 10:30 a.m. at

Claridges Hotel, New Delhi. Mr. Subhiksh Vasudev, Advocate, (Mobile

No. 9810710871) is appointed as the Chairperson and Mr. Varun

Jamwal, Advocate, (Mobile No. 8860878830) is appointed as the

Alternate Chairperson to conduct the said meeting. The Quorum of the

meeting of the secured creditors of the transferee company shall be 2 in

number and more than 25% in value of the total secured debt.

16. The transferee company has 04 unsecured creditors and a

direction is sought to convene and hold their meeting to seek their

approval to the proposed Scheme of Arrangement. Considering the facts

and circumstances aforesaid, the meeting of the unsecured creditors of

the transferee company shall be held 28th August, 2015 at 11:30 a.m. at

Claridges Hotel, New Delhi. Mr. Ashok Gurnani, Advocate, (Mobile No.

9810109039) is appointed as the Chairperson and Mr. Inderjeet Singh,

Advocate, (Mobile No. 9818285641) is appointed as the Alternate

Chairperson to conduct the said meeting. The Quorum of the meeting of

the unsecured creditors of the transferee company shall be 2 in number

and more than 25% in value of the total unsecured debt.

17. In case the quorum as noted above for the above meetings is not

present at the meetings, then the meetings shall be adjourned by half an

hour, and thereafter the persons present and voting shall be deemed to

constitute the quorum. For the purpose of computing the quorum the

valid proxies shall also be considered, if the proxy in the prescribed form

duly signed by the person entitled to attend and vote at the meetings is

filed with the registered offices of the applicant companies at least 48

hours before the meeting. The Chairpersons and Alternate Chairpersons

shall ensure that the proxy registers are properly maintained.

18. The Chairpersons and Alternate Chairpersons shall ensure that

notices for convening the aforesaid meetings of the unsecured creditors

of the transferor company and secured and unsecured creditors of the

transferee company, along with copies of the Scheme of Arrangement

and the statement under Section 393 of the Companies Act, 1956, shall

be sent to the unsecured creditors of the transferor company and

secured and unsecured creditors of the transferee company by ordinary

post at their registered or last known addresses at least 21 days before

the date appointed for the meetings, in their presence or in the presence

of their authorized representatives. Notice of the meetings shall also be

published in the Delhi editions of the newspapers "Business Standard"

(English) and "Jansatta" (Hindi) editions in terms of the Companies

(Court) Rules, 1959 at least 21 days before the date appointed for the

meetings.

19. The Chairpersons and Alternate Chairpersons will be at liberty to

issue suitable directions to the management of the applicant companies

so that the aforesaid meetings of the unsecured creditors of the

transferor company and secured and unsecured creditors of the

transferee company are conducted in a just, free and fair manner.

20. The fee of the Chairpersons and the Alternate Chairpersons for the

aforesaid meetings shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairpersons will file their reports within two

weeks from the date of holding of the aforesaid meetings.

21. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

July 27, 2015