Delhi High Court
Consumer Financial Services ... vs .. on 29 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY PETITION NO. 975/2015
Reserved on 29th July, 2016
Date of pronouncement: 29th August, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Petition under Section 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Consumer Financial Services Limited
Petitioner/Transferor Company
WITH
L&T Housing Finance Limited
Non-Petitioner/Transferee Company
Through Mr. Ashim Sood, Mr. Pankaj
Mehta and Mr. N. Vohra, Advocates for
the petitioner
Ms. Aparna Mudiam, Asstt. Registrar
of Companies for the Regional Director
Mr. Rajiv Bahl, Advocate for the
Official Liquidator
SUDERSHAN KUMAR MISRA, J.
1. This petition has been filed under Sections 391 to 394 of the
Companies Act, 1956 by the petitioner/transferor company seeking
sanction of the Scheme of Amalgamation of Consumer Financial
Services Limited (hereinafter referred to as the petitioner/transferor
company) with L&T Housing Finance Limited (hereinafter referred to as
the transferee company).
2. The registered office of the petitioner/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 petitioner
has submitted that a similar petition has been filed by the transferee
company before the court of competent jurisdiction for sanction of the
Scheme of Amalgamation, which was allowed by the court vide order
dated 10th July, 2015. A copy of the said order has been placed on
record.
3. The petitioner/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 petitioner/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. Copies of the Memorandum and Articles of Association of the
petitioner/transferor company and the transferee company have been
filed on record. The audited balance sheets, as on 31st March, 2015, of
petitioner/transferor company and the transferee company, along with the
report of the auditors, have 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 petition and the accompanying affidavit. It is claimed by
the petitioner 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 petitioner that no proceedings under
Sections 235 and 250A of the Companies Act, 1956 are pending against
the petitioner/transferor company.
9. The Board of Directors of the petitioner/transferor company and
the transferee company in their separate meetings held on 18th July,
2013 have unanimously approved the proposed Scheme of
Amalgamation. Copies of the Resolutions passed at the meetings of the
Board of Directors of petitioner/transferor company and the transferee
company have been placed on record.
10. The petitioner/transferor company had earlier filed CA (M) No.
69/2015 seeking directions of this court to dispense with the requirement
of convening the meetings of its equity shareholders, secured and
unsecured creditors, which are statutorily required for sanction of the
Scheme of Amalgamation. Vide order dated 28th August, 2015, this court
allowed the application and dispensed with the requirement of convening
and holding the meetings of the equity shareholders and unsecured
creditors of the transferor company, there being no secured creditor of
the petitioner company, to consider and, if thought fit, approve, with or
without modification, the proposed Scheme of Amalgamation.
11. The petitioner/transferor company has thereafter filed the present
petition seeking sanction of the Scheme of Amalgamation. Vide order
dated 18th December, 2015, notice in the petition was directed to be
issued to the Regional Director, Northern Region, and the Official
Liquidator. Citations were also directed to be published in 'Times of India'
(English) and 'Navbharat Times' (Hindi) Delhi editions. Affidavit of service
has been filed by the petitioner showing compliance regarding service on
the Official Liquidator and the Regional Director, Northern Region and
also regarding publication of citations in the aforesaid newspapers on
23rd March, 2016. Copies of the newspaper clippings containing the
publications have been filed along with the said affidavit.
12. Pursuant to the notices issued, the Official Liquidator sought
information from the petitioner company. Based on the information
received, the Official Liquidator has filed a report dated 22nd March, 2016
wherein he has stated that he has not received any complaint against the
proposed Scheme of Amalgamation from any person/party interested in
the Scheme in any manner and that the affairs of the transferor company
do not appear to have been conducted in a manner prejudicial to the
interest of its members, creditors or public interest, as per second proviso
of Section 394(1) of the Companies Act, 1956.
13. In response to the notices issued in the petition, Mr. A. K.
Chaturvedi, Regional Director, Northern Region, Ministry of Corporate
Affairs has filed his report dated 11th May, 2016 stating that the Regional
Director has no objection to the proposed Scheme of Amalgamation.
14. No objection has been received to the Scheme of Amalgamation
from any other party. The petitioner company in the affidavit dated 6th
May, 2016 of Mr. Pankaj Mehta, counsel of the petitioner company, has
submitted that they have not received any objection pursuant to the
citations published in the newspapers on 23rd March, 2016.
15. Considering the approval accorded by the equity shareholders and
creditors of the petitioner company to the proposed Scheme of
Amalgamation, and the affidavits filed by the Regional Director, Northern
Region, and the Official Liquidator not raising any objection to the
proposed Scheme of Amalgamation, there appears to be no impediment
to the grant of sanction to the Scheme of Amalgamation. Consequently,
sanction is hereby granted to the Scheme of Amalgamation under
Sections 391 and 394 of the Companies Act, 1956. The petitioner
company will comply with the statutory requirements in accordance with
law. Certified copy of this order be filed with the Registrar of Companies
within 30 days. It is also clarified that this order will not be construed as
an order granting exemption from payment of stamp duty as payable in
accordance with law. Upon the sanction becoming effective from the
appointed date of Amalgamation, i.e. 1st April, 2015, the transferor
company shall stand dissolved without undergoing the process of winding
up.
16. Learned counsel for the Official Liquidator prays that costs of at
least Rs.2,50,000/- should be paid by the petitioner keeping in view the
fact that the matter has involved examination of extensive records and
also prioritized hearings. Learned counsel for the petitioner company
states that the same is acceptable to him. As already directed vide order
dated 29.07.2016, the petitioner shall deposit a sum of Rs.2,50,000/- by
way of costs with the Delhi High Court Bar Association Lawyers Social
Security and Welfare Fund, New Delhi.
17. The petition is allowed in the above terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 29, 2016
