2024 Supreme(Online)(NCLT) 1153
IN THE NATIONAL COMPANY LAW TRIBUNAL NEW DELHI SPECIAL BENCH COURT – IV COMPANY PETITION (CAA) NO. 57 OF 2023 CONNECTED WITH COMPANY APPLICATION (CAA) NO. 49 OF 2023 An Application under Sections 230-232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 IN THE MATTER OF: Versa Trading Private Limited …Transferor Company No. 1/Petitioner Company No. 1 And Bantam Enterprises Private Limited …Transferor Company No. 2/Petitioner Company No. 2 And HR Travels Private Limited …Transferor Company No. 3/ Petitioner Company No. 3 And HI-VAC Wares Private Limited …Transferor Company No. 4/ Petitioner Company No. 4 With Lily Commercial Private Limited …Transferee Company/ Petitioner Company No. 5 Order Delivered on: 15.02.2024 CORAM: SHRI BACHU VENKAT BALARAM DAS, HON’BLE MEMBER (JUDICIAL) DR. SANJEEV RANJAN, HON’BLE MEMBER (TECHNICAL) PRESENT: For the Applicant : Sr. Adv. Mr. P. Nagesh, Mr. Anirudh Das, Mr. Aditya Thyagarajan, Advs. For the OL : Ms. Hemlata Rawat, Mr. Rahul Bhatt, Advs. For the IT Dept.
: Mr. Gaurav Gupta, Sr. Standing Counsel with Mr. Punit Singhal, Mr. Shivendra Singh, Jr. Standing Counsels, Advs. For the RD : Ms. Shankari Mishra, Mr. Himanshu Singhal, Advs.
For the Petitioner:Anurodh Das
ORDER
PER: DR. SANJEEV RANJAN, MEMBER (TECHNICAL)
1. This petition has been jointly filed by the petitioner companies herein, M/s Versa Trading Private Limited (hereinafter referred to as Transferor Company No. 1/ Petitioner Company No. 1), M/s Bantam Enterprises Private Limited (hereinafter referred to as Transferor Company No. 2/ Petitioner Company No. 2), M/s HR Travels Private Limited (hereinafter referred to as Transferor Company No. 3/ Petitioner Company No. 3), M/s HI-VAC Wares Private Limited (hereinafter referred to as Transferor Company No. 4/ Petitioner Company No. 4) and M/s Lily Commercial Private Limited (hereinafter referred to as Transferee Company/ Petitioner Company No. 5) and their respective shareholders and creditors jointly 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 and the National Company Law Tribunal Rules, 2016, for the purpose of the sanction of the proposed Scheme of Amalgamation of the Transferor Companies with Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred as the (“Scheme”), has been placed on record.
2. The Petitioner Company No. 1/Transferor Company No. 1 i.e., M/s Versa Trading Private Limited is a private limited company was incorporated on 08.08.1991, under the provisions of the Companies Act, 1956 under the name DCM Shriram Leasing & Finance Limited bearing CIN: U65910DL1991PTC045296, having its registered office at Flat No. 404, Akashdeep Building, 26-A, Barakhamba Road, New Delhi- 110001. The name of the Transferor Company No. 1 was changed from Versa Trading Private Limited to Versa Trading Limited on 28.05.2007. Further, the name of the Transferor Company No. 1 was changed from Versa Trading Limited to Versa Trading Private Limited on 02.03.2021. The Authorized Share Capital of the Transferor Company No.
1/Applicant Company No. 1 is Rs. 250,000,000 divided into 25,000,000 Equity shares of Rs. 10/- each; Rs. 70,000,000 divided into 700,000 (5%) redeemable non-cumulative non-convertible preference shares of Rs. 100 each. The Issued, Subscribed and Paid-up Capital is Rs. 231,500,170 divided into 23,150,017 Equity Shares of Rs. 10/- each;
- Rs. 70,000,000 divided into 700,000 (5%) redeemable non-cumulative non-convertible preference shares of Rs. 100 each. 3. The Petitioner Company No. 2/Transferor Company No. 2 i.e., M/s Bantam Enterprises Private Limited is a private limited company was incorporated on 24.12.1966, under the provisions of the Companies Act, 1956 under the name Bansi Dhar Associates Private Limited bearing CIN: U74899DL1966PTC004682, having its registered office at Flat No. 404, Akashdeep Building, 26-A, Barakhamba Road, New Delhi- 110001. The name of the Transferor Company No. 2 was changed to Bantam Enterprises Private Limited on 30.01.1995. The Authorized Share Capital of the Transferor Company No. 2/Applicant Company No. 2 is Rs. 10,00,000 divided into 10,000 Equity shares of Rs. 100/- each; Rs. 29,000,000 divided into 290,000 (10%) redeemable non-cumulative preference shares of Rs. 100 each. The Issued, Subscribed and Paid-up Capital is Rs. 83,000 divided into 830 Equity Shares of Rs. 100/- each. 4. The Petitioner Company No. 3/Transferor Company No. 3 i.e., M/s HR Travels Private Limited is a private limited company was incorporated on 27th December, 1995, under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1995PTC074972, having its registered office at Flat No. 404, Akashdeep Building, 26-A, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 3/Applicant Company No. 3 is Rs. 20,000,000 divided into 2,000,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Capital is Rs. 15,500,200 divided into 1,550,020 Equity Shares of Rs. 10/- each. 5. The Petitioner Company No. 4/Transferor Company No. 4 i.e., M/s HI- VAC Wares Pr