* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.11 of 2008 % DATED 25.01.2008 In the matter of the Companies Act, 1956: And Applications under Sections 391(1) & 393 of the Companies Act, 1956 Scheme of Amalgamation of: EDM Mall Management Pvt. Ltd ... 1st Applicant/Transferor Company WITH CCPL Developers Pvt. Ltd. ... 2nd Applicant/Transferee Company Through : Mr. Manoj Kumar Garg, Amit Ojha & Santosh Kumar Advocate for the applicants. VIPIN SANGHI, J. (ORAL) 1. This is an application by applicants EDM Mall Pvt. Ltd. (Transferor Company) and CCPL Developers Pvt. Ltd. (Transferee Company) under Section 391(1) & 393 of the Companies Act, 1956 (hereinafter referred to as the Act) seeking dispensation of meetings of equity shareholders, secured and unsecured creditors of all the applicant companies, which are otherwise required for considering the scheme of amalgamation. 2. The registered office of both the transferor and transferee company is situated at B-57, Okhla Industrial Area Phase I, New Delhi ca(m)11.08 page 1of 4 110020, that is, falling within the jurisdiction of this Court. 3. The Board of Directors of both the Transferor company and the Transferee company have passed resolutions on 6th October, 2007, approving the scheme of amalgamation of the transferor company with the transferee company, copies of which have been filed. 4. The Transferor and the Transferee company have filed their respective Memorandum and Articles of Association along with the application. The audited balance sheets of the Transferor and the Transferee Company as on 31.03.2007 have been filed on record. 5. The Transferor and the Transferee company have also filed the scheme of amalgamation and salient features of the said scheme of amalgamation have been incorporated and detailed in the application. 6. The applicants have stated that no proceedings under Sections 235 to 251 of the Act are pending against either the Transferor or the Transferee company. 7. As far as the share exchange ratio is concerned, the Transferee company shall issue and allot 2.28 equity shares of Rs. 10/- each as fully paid up to the shareholders of the Transferor company for every one equity share of Rs. 10/- each held by them in the Transferor company. 8. The Transferor company was incorporated on 18.12.2003. Its ca(m)11.08 page 2of 4 authorized share capital is Rs.5,00,000, divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the Transferor company is Rs.1,50,000 divided into 15,000 equity shares of Rs.10/- each. Transferor company has 2 equity shareholders. Both the shareholders have given their consent to the sanction of the scheme of amalgamation and their consents have been filed on record. The Transferor company does not have any secured or unsecured creditors. 9. The Transferee company was incorporated on 08.09.1988. Its authorized share capital is Rs.25,00,00,000/-, divided into 25,00,000/- equity shares of Rs.100/- each . The issued, subscribed and paid up share capital of the applicant transferee company is Rs.24,89,00,000/- divided into 24,89,000/- equity shares of Rs.100/- each. Transferee company has 4 equity shareholders and all of them have given their consent to the sanction of the scheme of amalgamation and their consents have been filed on record. 10. The Transferee company has 2 secured and 2 unsecured creditors, whose list has been filed on record. All the shareholders, secured and unsecured creditors have given their consent to the sanction of the Scheme of Amalgamation. Their written consents have been filed for record. 11. Since the consent to the scheme of amalgamation has been filed ca(m)11.08 page 3of 4 on behalf of the respective equity shareholders, secured creditor and unsecured creditors of both the applicant companies, therefore, it is just and appropriate to dispense with convening the meeting of the equity shareholders, secured and unsecured creditors of all the applicant companies to consider the scheme of amalgamation. 12. Publication of citation for equity shareholders, secured and unsecured creditors of both the applicant companies is also dispensed with. 13. The application is disposed of in terms of the above order. January 25, 2008 VIPIN SANGHI, J. pkb ca(m)11.08 page 4of 4