#1 $ * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.APPL(M) 186/2010 IN THE MATTER OF OLYMIA SERVICE CENTRE INDIA PVT. LTD Through versus . Through Petitioner Mr. Ashish Dholakia with Mr. Akashdeep Kakkar, Advocate Respondent None CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER % 11.01.2011 CA. 1987/2010 Allowed, subject to all just exceptions. • Accordingly, the application stands disposed of CO. APPL. (M) 186/2010 The present application has been filed under Sections 391 and 394 of the Companies Act, 1956 (for short 'Act'). The object of the application is to obtain sanction to a scheme of amalgamation CO. APPL. (4 18612010 Page 1 of 5 Digitally Signed By:AMULYA Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. Signature Not Verified whereby MIs. Olympia Service India Private Limited and M/s. Metores Corporation Private Limited (hereinafter referred to as 'transferor companies') would be amalgamated with M.s. J.V. Electronics Private Limited (hereinafter referred to as 'transferee company'). The scheme of amalgamation is annexed as Annexure-XII to this application. In the application, the details with regard to the date of incorporation of transferor companies and transferee company, their offer issued, subscribed and paid up capital has been stated. The registered office of the transferor companies and the transferee company are located within the National Capital Territory of Delhi. Along with the application, a copy of the Memorandum and Articles of Association of the petitioner company has been filed on record. Mr.. Dholakia further states that no proceedings are pending S under Sections 235 to 251 of the Act either against the two transferor companies or against transferee company. Mr. Ashish Dholakia, learned counsel for petitioner states that the transferor companies and transferee company are primarily engaged in trading of commodities including electronic items. CO. APPL. (4 18612010 Page 2 of 5 According to him, the various reasons necessitating the said scheme of amalgamation are as under :- The objects of all the companies are similar in nature and/or related in nature and the business of all the cOmpanies can be carried on together as one single business. The amalgamation of the transferor companies and the transferee company would enable economies in administration and management. It will improve the combined profitability, as there would be reduction in overhead costs. The amalgamation will pave way for efficient and economic control in the running of the operations of the business presently being carried on independently by these companies. The transferee company after amalgamation (amalgamated company) will have the benefit of consolidation of operations and amalgamation would help achieving efficient utilization of the resources and facilities. The consolidation of business will achieve rationalization of the management. structure and economies of scale for further and stable growth, expansion and divers fIcation and for better and more profitable utilization of the combined resources. The amalgamation of the companies will improve the combined credit worthiness of both the companies, which will be beneficial to the business. S e) The amalgamated company will be in a stronger position as regards liquidity as the amalgamation would enable the company to have combined financial resources and goodwill of both the transferor and transferee companies. In fact, from the shareholding pattern of the three - companies, it is apparent that there is considerable amount of crossholding in each CO. APPL. 18612010 Page 3 of 5 El of the companies. The chart of shareholders of the three companies is reproduced hereinbelow:- SHARE HOLDING Name of J.V. Electronics Olympia Service Metores Corpn. Shareholders Private Limited Centre (I) Pvt. Ltd. Pvt. Ltd. (No. of Shares) (No. of Shares) (No. of Shares) OmWadhwa 840 10 840 UmaWadhwa 200 •-- 200 Rahul 400 10 400 Wadhwa Metores 31,780 -- -- Corpn. Pvt. Ltd. J.V. 29,00,000 -- Electronics Pvt. Ltd. 33200 2900020 1440 @Rs. 100/- @Rs. 10/- each @Rs. 100/- each each Share Capital: I Rs. 33,22,000/- Rs. 2,90,00,200/- Rs. 1,44,000/- Admittedly, all the shareholders of the two transferor companies and the transferee company have given their consent to the proposed scheme of amalgamation. Neither the two transferor companies nor the transferee company has any secured and unseccured creditors. Consequently, the requirement of convening the meetings of the equity shareholders as well as creditors of both the transferor companies as well as transferee company is dispensed CO. APPL. (M 18612010 Page 4 of 5 with. With the aforesaid observation, the present application stands disposed of MANMOHAN,J JANUARY 11, 2011 rn . CO. APPL. (A9 18612010 Page 5of5