Fiitjee Limited vs ...
2016 Latest Caselaw 4859 Del

                     IN THE HIGH COURT OF DELHI
                 COMPANY APPLICATION (MAIN) NO. 39/2016

                                           Reserved on 23rd May, 2016
                                Date of pronouncement: 27th July, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Application under Section 391(1)         of the
Companies Act, 1956

Scheme of Arrangement between:

FIITJEE Limited
                                          Applicant/Demerged Company
       AND

Edfora Edtech Private Limited
                                           Applicant/Resulting Company

                                Through Mr. Rajeev K. Goel, Advocate
                                for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint application has been filed under Section 391(1) 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

Arrangement between FIITJEE Limited (hereinafter referred to as the

demerged company) and Edfora Edtech Private Limited (hereinafter

referred to as the resulting company).

2. The registered offices of the demerged and resulting companies

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

3. The demerged company was incorporated under the Companies

Act, 1956 on 13th October, 1997 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The resulting company was originally incorporated under the

Companies Act, 1956 on 2nd January, 2013 with the Registrar of

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

style of Colorado Tour & Travels Private Limited. The company changed

its name to Edfora Edtech Private Limited and obtained the fresh

certificate of incorporation on 19th December, 2015.

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

Rs.62,55,00,000/- divided into 5,84,50,000 equity shares of Rs.10/- each

aggregating to Rs.58,45,00,000/-; 40,00,000 Series 'A' equity shares of

Rs.10/- each aggregating to Rs.4,00,00,000/- and 1,00,000 compulsory

convertible preference shares of Rs.10/- each aggregating to

Rs.10,00,000/-. The issued, subscribed and paid-up share capital of the

company is Rs.42,52,99,270/- divided into 3,86,63,570 equity shares of

Rs.10/- each aggregating to Rs.38,66,35,700/- and 38,66,357 Series 'A'

equity shares of Rs.10/- each aggregating to Rs.3,86,63,570/-.

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

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

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.

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

demerged and resulting companies have been filed on record. The

audited balance sheets, as on 31st March, 2015, of the demerged and

resulting companies, along with the report of the auditors, 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 affidavits. It is

submitted by the applicants that the demerged company has two distinct

business segments-conventional education business and Tech Business

and it is proposed to demerge the Tech Business from the demerged

company and merge it into the resulting company. It is claimed that the

proposed demerger is expected to have beneficial results for the said

companies, their shareholders and other stakeholders.

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

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

company shall issue and allot equity shares to the shareholders of the

demerged company in the following ratio:

"17 equity shares of Rs.10/- each of the resulting company, credited as fully paid up, for every 723 equity shares of Rs.10/- each held in the demerged company."

"17 series 'A' equity shares of Rs.10/- each of the resulting company, credited as fully paid up, for every 723 series 'A; equity shares of Rs.10/- each held in the demerged company."

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

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

corresponding sections of the Companies Act, 2013 are pending against

the applicant companies.

11. The Board of Directors of the demerged and resulting companies

in their separate meetings held on 9th January, 2016 have unanimously

approved the proposed Scheme of Arrangement. Copies of the

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

demerged and resulting companies have been placed on record.

12. The demerged company has 11 equity shareholders, 01 series 'A'

equity shareholder, 04 secured creditor and 171 unsecured creditors. 10

out of 11 equity shareholders, being 90.91% in number and 94.95% in

value, the sole series 'A' equity shareholder, all secured creditors and

162 out of 171 unsecured creditors, being 94.73% in number and 99.36%

in value, 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, including series 'A' equity shareholders, secured and

unsecured creditors of the demerged company to consider and, if thought

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

Arrangement is dispensed with.

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

shareholders 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 meeting of the equity

shareholders of the resulting company to consider and, if thought fit,

approve, with or without modification, the proposed Scheme of

Arrangement is dispensed with. There is no secured or unsecured

creditor of the resulting company, as on 9th January, 2016.

14. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

July 27, 2016