QFS Consultancy Private Limited Vs

Dr. Sanjeev Ranjan, Member (Technical)

This is a joint application filed by the applicant companies herein, M/s QFS Consultancy Private Limited (Transferor Company/ Applicant Company-1), M/s Latent Light Commercial Limited (Transferor Company/ Applicant Company-2) with M/s Latent Light Estates Private Limited (Transferee Company/Applicant Company-3) under Section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement in the nature of amalgamation (hereinafter referred to as the “SCHEME”) proposed between the applicants.

The Applicant Company No. 1/Transferor Company, M/s QFS Consultancy Private Limited (CIN U74899DL1973PTC006929) was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 31.10.1973 having its registered office at C-3/7 Safdurjung Development Area, New Delhi- 110016. The Authorized Share Capital of the Applicant Company No. 1/Transferor Company is Rs. 70,00,000/-. The issued, subscribed and paid-up share capital of the Company is Rs. 68,20,000/-. The Applicant Company No.1/Transferor Company, vide their meeting of the Board of Directors held on 10.11.2023 have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record. Affidavit in support of the above application sworn by Mr. Vinod Kumar Agarwal being the authorized signatory of the Applicant Company 1, who has been authorized vide Board Resolution dated 10.11.2023 for the Transferor Company No. 1, was duly filed, along with the application. It was also represented that the registered office of the Applicant Company 1 is under the domain of Registrar of Companies, NCT of New Delhi & Haryana and therefore within the territorial jurisdiction of this Tribunal.

The Applicant Company No. 2/Transferor Company M/s Latent Light Commercial Limited is a public limited company incorporated under the provisions of Companies Act, 1956, vide Certificate of Incorporation dated 30.11.1984 (CIN- U74130DL1984PLC019469) with Registrar of Companies, NCT of Delhi & Haryana and having its registered office at C-3/7 Safdurjung Development Area, New Delhi- 110016. The Authorized Share Capital of the Applicant Company No. 2/Transferor Company is Rs. 1,25,00,000/-. The present issued, subscribed and paid-up share capital of the Company is Rs. 1,21,25,000/-. The Applicant Company No. 2/Transferor Company, vide their meeting of the Board of Directors held on 10.11.2023 have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record. Affidavit in support of the above application sworn by Mr. Deepak Nagar being the authorized signatory of the Applicant Company 2, who has been authorized vide Board Resolution dated 10.11.2023 for the Transferor Company No. 2, was duly filed, along with the application. It was also represented that the registered office of the Applicant Company 2 is under the domain of Registrar of Companies, NCT of New Delhi & Haryana and therefore within the territorial jurisdiction of this Tribunal.

The Applicant Company No. 3/Transferee Company Latent Light Estates Private Limited is a private limited company incorporated under the provisions of Companies Act, 1956, vide Certificate of Incorporation dated 03.08.2006 (CIN-U68100DL2006PTC151588) with Registrar of Companies, NCT of Delhi & Haryana and having its registered office at C-3/7 Safdurjung Development Area, New Delhi- 110016. The Authorized Share Capital of the Applicant Company No. 3/Transferee Company is Rs. 11,75,00,000/-. The present issued, subscribed and paid-up share capital of the Company is Rs. 11,65,78,620/-. The Applicant Company No. 3/Transferee Company, vide their meeting of the Board of Directors held on 10.11.2023 have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record. Affidavit in support of the above application sworn by Mr. Deepak Nagar being the authorized signatory of the Applicant Company 3, who has been authorized vide Board Resolutions dated 10.11.2023 for the Transferee Company, was duly filed, along with the application. It was also represented that the registered office of the Applicant Company 3 is under the domain of Registrar of Companies, NCT of New Delhi & Haryana and therefore within the territorial jurisdiction of this Tribunal.

The Transferor Companies as well as the Transferee Company have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the Financial Year 31.03.2023.

It has been stated that the Applicant Company-1/Transferor Company has 4 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has nil Secured and nil Unsecured Creditor. Since the Company has nil Secured Creditors, therefore, the necessity of convening/holding a meeting of Secured Creditors does not arise. Since the Company has nil Unsecured Creditors, therefore, the necessity of convening/holding a meeting of Unsecured Creditors does not arise.

It has been stated that the Applicant Company-2/Transferor Company has 31 Shareholders. Certificate from Chartered Accountants certifying list of shareholders was annexed and all of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has nil Secured and 2 Unsecured Creditor. Since the Company has nil Secured Creditors, therefore, the necessity of convening/holding a meeting of Secured Creditors does not arise. In relation to the 2 Unsecured Creditor, it seeks dispensing with holding/convening of the meetings as their consent affidavits were placed on record.

It has been stated that the Applicant Company-3/Transferee Company has 7 Shareholders. Certificate from Chartered Accountants certifying list of shareholders has been annexed. All of them have given their respective consents by way of affidavits which were annexed to the application. It was further represented that the Company has nil Secured Creditor and 1 Unsecured Creditor. Since the Company has nil Secured Creditor therefore, the necessity of convening/holding a meeting does not arise. In relation to 1 Unsecured Creditor, it seeks dispensing with holding/convening of the meetings as their consent affidavits were placed on record.

The appointed date as specified in the Scheme is 01.04.2023 subject to the directions of this Tribunal.

The Applicant Companies confirmed that the provisions relating to the accounting treatment for the proposed demerger, as contained in the Scheme, were in conformity with the applicable provisions of the Companies Act, 2013. Certificates from respective Statutory Auditors of the Companies on the accounting treatment, as proposed in the Scheme, were annexed to the application and it is clearly stated that the Accounting treatment is in conformity with the applicable prescribed under Section 133 of Companies Act, 2013.

The Applicant Companies in their affidavit have stated that no proceedings for inspection, inquiry or investigation were pending against any of the Applicant Companies.

Taking into consideration the submissions and the documents filed therewith, the following directions are issued with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows:

A. In relation to the Applicant Company-1:

a) With respect to Equity shareholders: In view of consent affidavits from 4 equity shareholders, having 100% voting share, been filed, convening the meeting of shareholders/members is dispensed with.

b) With respect to Secured Creditors: There are nil Secured Creditor, therefore the necessity of convening a meeting does not arise.

c) With respect to Unsecured Creditors: There are nil Unsecured Creditor, therefore the necessity of convening a meeting does not arise.

B. In relation to Applicant Company-2:

a) With respect to Equity shareholders: In view of consent affidavits, from 31 equity shareholders, having 100% voting shares, been filed, convening the meeting of shareholders/members is dispensed with.

b) With respect to Secured Creditors: There are nil Secured Creditor, therefore the necessity of convening a meeting does not arise.

c) With respect to Unsecured Creditors: In view of consent affidavits from 2 Unsecured Secured Creditor comprising 100% of the total amount of debt, convening the meeting of Unsecured Creditor is dispensed with.

C. In relation to Applicant Company-3:

a) With respect to Equity shareholders: In view of consent affidavits, from 7 equity shareholders, having 100% voting shares, been filed, convening the meeting of shareholders/members is dispensed with.

b) With respect to Secured Creditors: There are nil Secured Creditor, therefore the necessity of convening a meeting does not arise.

c) With respect to Unsecured Creditors: In view of consent affidavits from 1 Unsecured Secured Creditor comprising 100% of the total amount of debt, convening the meeting of Unsecured Creditor is dispensed with.

Notice of this application shall be served on the following:

i. Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, CGO Complex, New Delhi-110003;

ii. Registrar of Companies at 4th floor, IFCI Tower, 61, Nehru Place, New Delhi-110019;

iii. Official Liquidator, Lok Nayak Bhavan, 8th Floor, Khan Market, New Delhi- 110001;

iv. Income Tax Department, Income Tax Office, Additional Commissioner of Income Tax, Special Range 4, Central Revenue Building, IP Estate, New Delhi-110002. The notices to Income Tax Authorities shall disclose sufficient details like PAN, ward numbers and assessing officers so that timely and proper reply may be filed.

v. Any other sectoral regulators required to be served.

The application stands allowed on the aforesaid term and disposed off.