In the Matter of Bhartiya Finstock Private Limited & Ors

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.

¶1This 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).

¶2The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.

¶3The 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.

¶4The 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.

¶5The 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.

¶6The 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.

¶7The 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.

¶8The 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.

¶9The 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.

¶10The 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.

¶11Copies 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.

¶12A 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.

¶13So 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."

¶14It 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.

¶15The 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.

¶16The 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.

¶17The 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.

¶18The 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.

¶19The 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.

¶20The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

January 28, 2015