Delhi High Court
Leasemen Fin-Invest (India) ... vs Bit Byte Investment Services ... on 3 October, 2016
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
Reserved on: 16th September, 2016
Pronounced on: 3rd October, 2016
+ CO.APPL. (M) 124/2016
IN THE MATTER OF:
Leasemen Fin-invest (India) Private Limited
.........Applicant No.1/Transferor Company
AND
Bit Byte Investment Services (Pvt.) Ltd
.........Applicant No. 2/Transferee Company
Through : Mr.Ashish Midha, Adv.
for the applicants
CORAM:
HON'BLE MR. JUSTICE R. K. GAUBA
1. This is a first motion application jointly filed under Sections 391
and 394 of the Companies Act, 1956 read with rules 6 and 9 of the
Companies (Court) Rules, 1959 by the applicant companies seeking
directions of this Court to dispense with the requirement of convening
and holding a meetings of the equity shareholders of the applicants to
consider and approve, with or without modifications, the proposed
Scheme of Amalgamation of Leasemen Fin-invest (India) Private
Limited (hereinafter referred to as the applicant/Transferor company)
with Bit Byte Investment Services (Pvt.) Ltd (hereinafter referred to as
Transferee company).
2. The registered offices of the Transferor Company and Transferee
Company are situated at New Delhi, within the jurisdiction of this
Court.
CA(M) 124/2016 Page 1 of 5
3. The Transferor company was originally incorporated under the
Companies Act, 1956 on 13th December, 1994 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name
and style Leasemen Fin-invest (India) Limited. Subsequently, the
Company converted into Private Company and name of the company
was changed to Leasemen Fin-invest (India) Private Limited and a
fresh Certificate of Incorporation consequent upon change of name was
issued on 18th November, 2010 by the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The present authorized share capital of the Transferor company is
Rs.6,65,00,000/- divided into 66,50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.5,04,73,650/- divided into 50,47,365 equity shares of Rs.10/- each.
5. The Transferee Company was originally incorporated under the
provisions of Companies Act, 1956 on 28th day of March, 1995 with
the Registrar of Companies, NCT of Delhi & Haryana at New Delhi
under the name and style Bit Byte Investment Services (Pvt.) Ltd.
6. The present authorized share capital of the Transferee company is
Rs.3,11,00,000/- divided into 31,10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.2,15,68,930/- divided into 21,56,893 equity shares of Rs.10/-.
7. The copies of the Memorandum and Articles of Association of the
Transferor (Annexure 2) and Transferee companies (Annexure 11)
have been filed and are on record. The audited balance sheets, as on
31st March, 2015 of the Transferor (Annexure 3) and Transferee
CA(M) 124/2016 Page 2 of 5
companies (Annexure 12), along with the reports of the auditors, have
also been filed.
8. A copy of the Scheme of Amalgamation (Annexure 20) has been
filed and the salient features thereof set out in detail in the application
and supported by the accompanying affidavit. It is submitted by the
applicant companies that implementation of the Scheme will result in
formation of a larger Company enabling further growth and
development of the businesses of the said Amalgamated Company.
The Scheme will enable the undertakings and business of the said
Amalgamated Company to obtain greater facilities possessed and
enjoyed by one large Company compared to two small Companies, for
raising capital, securing and conducting trade and business on
favorable terms and other related benefits.
9. The status of the shareholders, secured and unsecured creditors
of the Transferor and Transferee companies are declared in the
application and supported by documents filed therewith may be
tabulated as under:
Company No. of Consent No. of Consent given No. of Consent
Shareholders given to secured to Unsecured given to
(as per list the Scheme Creditors the Scheme creditors The
Vide With With reference Scheme
Annexure reference To annexure With
Mentioned in To To petition reference
the annexure To
Parenthesis) To petition annexure
To petition
Transferor 43 26 Nil NA Nil NA
Company (Annexure 4) (Annexure
5)
Transferee 13 ALL Nil NA Nil NA
Company (Annexure (Annexure
13) 14)
CA(M) 124/2016 Page 3 of 5
10. As per the valuation report of the Chartered Accountant
(Annexure 21) on the issue of the share exchange ratio, the application
states and the Scheme of amalgamation provides that for every ten (10)
equity share each of Leasemen Fin-Invest (India) Private Limited fully
paid up equity shares of face value of Rs.l0/- (Rupees Ten only) each
held by the members of the Transferor Company, they be allotted
twelve (12) equity shares ofRs.10 (Rupees Ten only) each credited as
fully paid up in the capital of the Transferee Company.
11. It has been submitted by the applicants that no investigation
proceedings under Section 235 to 251 of the Companies Act, 1956 are
pending against the transferor and transferee companies.
12. The Board of Directors of the Transferor Company and
Transferee Company in their separate meetings held on 13.07.2015
have unanimously approved the proposed Scheme of Amalgamation.
Copies of the Resolutions passed at the meetings of the Board of
Directors of the Transferor Company (Annexure 3) and Transferee
Company (Annexure 12) have been placed on record.
13. The Transferor company has 43 (forty three) equity shareholders
(Annexure 4). Out of them, 26 (twenty six) equity shareholders with
stake amounting to 99% in value and 59.5% in number have given
their consents/no objections in writing to the proposed Scheme of
Amalgamation, which documents (Annexure 5) have been examined
and found in order. In view thereof, the requirement of convening the
meetings of the equity shareholders of the Transferor company to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of amalgamation is dispensed with.
CA(M) 124/2016 Page 4 of 5
14. As per the averments on record, there are no secured or
unsecured creditors of the Transferor Company.
15. The Transferee company has 13 (thirteen) equity shareholders.
(Annexure 13). Each of the said shareholders have given their
consents/no objections in writing to the proposed Scheme of
Amalgamation, which documents (Annexure 14) have been examined
and found in order. In view thereof, the requirement of convening the
meetings 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.
16. As per the averments on record, there are no secured or
unsecured creditors of the Transferor Company.
17. The application stands disposed of in the aforesaid terms.
18. Dasti.
R. K. GAUBA, J.
OCTOBER 03, 2016
