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2025 Supreme(Online)(NCLT) 2960
NATIONAL COMPANY LAW TRIBUNAL
ATUL CHATURVEDI, MANNI SANKARIAH SHANMUGA SUNDARAM, JJ
AMU LEASING PRIVATE LIMITED – Appellant
Versus
FINEMBER SERVICES PRIVATE LIMITED – Respondent
COMPANY APPLICATION NO. (CAA) – 49 (ND)/2025
For the Appellants/Petitioners: Mr. Awnish Kumar, Ms. Pooja
For the Respondents:
The Tribunal may dispense with the requirement for convening meetings of shareholders and creditors if there is overwhelming consent, ensuring no adverse impact on stakeholders.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Scheme of Arrangement - First Motion Application filed by two companies seeking to dispense with the requirement for convening meetings of shareholders and creditors due to more than 90% consent - The Tribunal found no adverse effect on creditors or shareholders and approved the application. (Paras 1, 18)
(B) Corporate Restructuring - The scheme aims to consolidate investment business and create operational efficiency by separating core and non-core assets, allowing focused management and optimal exploitation of resources. (Paras 5, 6)
Facts of the case:
The application was filed by Amu Leasing Private Limited (the demerged company) and Finember Services Private Limited (the resulting company) to approve a scheme of demerger with consent from over 90% of shareholders and creditors. (Paras 1, 4)
Findings of Court:
The Tribunal allowed the application, dispensing with the necessity of meetings and confirming that the scheme would not adversely affect any stakeholders. (Paras 18)
Issues: The main issue was whether the requirement for convening meetings could be dispensed with given the overwhelming consent from stakeholders. (Paras 1)
Ratio Decidendi: The Tribunal ruled that given the consent of more than 90% of stakeholders, the requirement for formal meetings could be waived, ensuring no adverse effects on any party involved. (Paras 18)
Result: Application allowed and disposed of accordingly.
| Table of Content |
|---|
| 1. application for demerger of companies (Para 1 , 2 , 3 , 4) |
| 2. rationale and consent for demerger (Para 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17) |
| 3. court's approval of the application (Para 18) |
| 4. final order and compliance (Para 19) |
ORDER
PER: ATUL CHATURVEDI, MEMBER (TECHNICAL)
1. This is a First Motion Application (“Application”) jointly filed by the Applicant Companies under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 in respect of above Applicant Companies seeking the following reliefs:
i) Dispensing with requirement for convening the meetings of the equity shareholders, Compulsory Convertible Preference Shareholders, Secured and unsecured creditors of the demerged company and dispensing with requirement for convening the meetings of equity shareholders, Secured Creditors and unsecured creditors of the Resulting Company and also to dispense with the requirement of issue and publication of notices of the same and appointment of chairman of the meetings.
ii) Dispensing with requirement for convening the meetings of the Secured and Unsecured creditors of the Demerged Company and resulting Company in view of their consent of more that 90% and also with the requirement of issue and publication of notices of the same and appointment of chairman of the meetings.
iii) Pass any such other and further order/direction, which this Hon’ble court deem fit and proper in the facts and circumstances of the present case.
2. It is represented that the registered offices of both the Applicant Companies are situated in Delhi and therefore the subject matter of the said Application falls within the jurisdiction of this Tribunal.
3. Affidavits in support of the above Application sworn by Mr. Sanjay Gupta on behalf of Demerged Company and Mr. Bhunesh Gupta on behalf of Resulting Company, Authorized Signatory are filed.
4. DETAILS OF THE APPLICANT COMPANIES:
A. Amu Leasing Private Limited (Demerged Company/Applicant Company No. 1):
i.) The Demerged Company is a private Company incorporated under the Companies Act, 1956 having its Registered Office at RR-12, Mianwali Nagar Near Peeragarhi Chowk, New Delhi, Delhi, 110087. The Demerged Company was incorporated on 24.09.1993 as a Private Limited Company with the Registrar of Companies, NCT of Delhi and Haryana.
ii.) The Company was allotted CIN U74899DL1993PTC055361. The email address of the Company is info@amuleasingpl.com and PAN is AAACA0552C.
iii.) The main objects of the Company as amended from time to time have been set out in the Memorandum of Association of the Company. Furthermore, the Demerged Company has changed its object clause as on 30.09.2023 and the necessary e-forms to that effect has duly been filed before the Ministry of Corporate Affairs. However, the company has not changed its registered office since the last five years.
iv.) The Present Authorised Share Capital of the Demerged Company is Rs 21,90,00,000 divided into 5,90,000 Equity Shares of Rs 100 each16,00,000, Preference Shares of Rs. 100 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is Rs 10,79,43,600 divided into 825000 Equity shares of Rs. 10 each. 5,18,000 (PY 5,18,000) Equity Shares of Rs. 100 each 5,61,436 (PY 5,24,676) Compulsory Convertible Preference Shares of Rs. 100 each fully paid up.
v.) The accounts of Demerged Company have been prepared and audited for the financial year ended 31.03.2024. A Copy of the audited Balance Sheet as at 31 March, 2024 and Profit and Loss account for the year ended on that date along with Auditor’s report thereupon are enclosed with the Application. The provisional Balance sheets of the demerged company as on 31.12.2024 are enclosed with the Application.
vi.) Subsequent, to the date of the aforesaid audited accounts, there has been no substantial change in the financial position of the Demerged Company except those arising out of or resulting from norma
