Compliance with the Companies Act and Rules, obtaining consents and no objections from shareholders and creditors, and conducting meetings in a just, free, and fair manner are crucial for seeking directions under Section 391 of the Companies Act, 1956.

Sudershan Kumar Misra, J.

1. This joint application has been filed under Section 391 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity and preference shareholders and the secured creditors of the transferor company and for convening of separate meetings of their unsecured creditors and the secured creditors of the transferee company to consider and approve, with or without modification, the proposed Scheme of Arrangement between Indiabulls Finance Company Private Limited (hereinafter referred to as the transferor company) and Indiabulls Commercial Credit Limited (hereinafter referred to as the transferee company).

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

3. The transferor company was originally incorporated under the Companies Act, 1956 on 18th March, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Indiabulls Investment Private Limited. The company changed its name to Indiabulls Finance Company Private Limited and obtained the fresh certificate of incorporation on 9th May, 2005.

4. The transferee company was originally incorporated under the Companies Act, 1956 on 7th July, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Indiabulls Commercial Credit Limited. The company changed its name to Indiabulls Infrastructure Credit Limited and obtained the fresh certificate of incorporation on 21st January, 2009. The company again changed its name to Indiabulls Commercial Credit Limited and obtained the fresh certificate of incorporation on 12th March, 2015.

5. The present authorized share capital of the transferor company is Rs.11,00,00,000/- divided into 1,10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.10,94,20,960/- divided into 1,09,42,096 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is Rs.30,00,00,000/- divided into 3,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.23,95,20,000/- divided into 2,39,52,000 equity shares of Rs.10/- each.

7. Copies 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, 2015, along with the reports of the auditors, of the transferor and transferee companies 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 affidavit. It is submitted by the applicants that the Scheme will help to avoid overlap in the landing activities of both the companies, duplication of resources, systems, skills and process, reduce overall cost, improve synergies, enable the achievement of economies of scale, reduce administrative costs entitled by the conduct of the businesses through separate entities, provide enhanced flexibility in funding of expansion plans, promote management efficiency and optimize the resources of the transferee company.

9. So 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 equity shares to the shareholders of the transferor company in the following ratio:

“03 equity shares of Rs.10/- each of the transferee company, credited as fully paid up, for every 01 equity share of Rs.10/- each fully paid up held in the transferor company.”

10. It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 and/or other applicable provisions of the Companies Act, 2013 are pendi