* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.9 & 10 of 2008 % DATED 22.01.2008 In the matter of the companies Act, 1956: And Applications under Sections 391(1) & 393 of the Companies Act, 1956 Scheme of Amalgamation of: Caldyln Hotels & Resorts Pvt. Ltd ... Applicants/Transferor Companies & Others AND Spring Infradev Pvt. Ltd. ... Applicant/Transferee Company Through : Mr. P. Nagesh, Advocate for the applicants. VIPIN SANGHI, J. (ORAL) 1. This is an application by applicants Caldyln Hotel & Resorts Pvt. Ltd., (Transferor Company no. 1), Cogent Steel Cast Pvt. Ltd. (Transferor Company no. 2), S.E. Overseas Pvt. Ltd. (Transferor Company no. 3), S.E. Retail Pvt. Ltd. (Transferor Company no. 4), Siyaram Energy Pvt. Ltd. (Transferor Company no. 5), Enercore Diesels Pvt. Ltd. (Transferor Company no. 6), Fastech Software Pvt. Ltd. CA(M) No.9 & 10 of 2008 page 1 of 8 (Transferor Company no. 7), and Millenium Steel Cast Pvt. Ltd. (Transferor Company no. 8), with Spring Infradev 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 all the transferor companies are situated at F-77, Preet Vihar, New Delhi. The registered office of the transferee company is situated at 5-D, Atmaram House, Tolstoy Marg, New Delhi. Both fall within the jurisdiction of this Court. 3. The Board of Directors of each of the transferor companies and the transferee company have passed resolutions on 9th January, 2008, approving the scheme of amalgamation of the transferor companies with the transferee company, copies of which have been filed. 4. All the Transferor companies and Transferee company have filed their respective Memorandum and Articles of Association along with the application. The audited balance sheets of the Transferor Companies and the Transferee Company as on 31.03.2007 have been filed on record. 5. The transferor companies and transferee company have also CA(M) No.9 & 10 of 2008 page 2 of 8 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 any of the eight Transferor companies and the Transferee company. 7. As far as the share exchange ratio is concerned, the transferee company shall issue at par and allot to the shareholders of the transferor companies the shares in the transferee company of the face value of Rs. 10/- each as against the number of equity shares held by the shareholders of the respective transferor companies as detailed below: a) The transferee company shall issue and allot 854 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 1 for every one equity share of Rs. 10/- each held by them in transferor company no. 1. b) The transferee company shall issue and allot 996 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 2 for every one equity share of Rs. 10/- each held by them in transferor company no. 2. c) The transferee company shall issue and allot 338 equity CA(M) No.9 & 10 of 2008 page 3 of 8 shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 3 for every one equity share of Rs. 10/- each held by them in transferor company no. 3. d) The transferee company shall issue and allot 628 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 4 for every one equity share of Rs. 10/- each held by them in transferor company no. 4. e) The transferee company shall issue and allot 1160 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 5 for every one equity share of Rs. 10/- each held by them in transferor company no. 5. f) The transferee company shall issue and allot 982 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 6 for every one equity share of Rs. 10/- each held by them in transferor company no. 6. g) The transferee company shall issue and allot 1140 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 7 for every one equity share of Rs. 10/- each held by them in transferor company no. 7. h) The transferee company shall issue and allot 1147 equity shares of Rs. 10/- each as fully paid up to the shareholders of the CA(M) No.9 & 10 of 2008 page 4 of 8 transferor company no. 8 for every one equity share of Rs. 10/- each held by them in transferor company no. 8. 8. The transferor company No.1 was incorporated on 31.01.2006. Its authorised share capital is Rs.2,50,000, divided into 25,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.1 is Rs.2,32,000 divided into 23,200 equity shares of Rs.10/- each. Transferor company no. 1 has 9 equity shareholders. 9. The transferor company No.2 was incorporated on 07.11.2005. Its authorised share capital is Rs.2,50,000, divided into 25,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.2 is Rs.2,50,000 divided into 25,000 equity shares of Rs.10/- each. Transferor company no. 2 has 9 equity shareholders. 10. The transferor company No.3 was incorporated on 08.08.2006. Its authorised share capital is Rs.20,00,000, divided into 2,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.3 is Rs.20,00,000 divided into 2,00,000 equity shares of Rs.10/- each. Transferor company no. 3 has 12 equity shareholders. 11. The transferor company No.4 was incorporated on 29.06.2006. CA(M) No.9 & 10 of 2008 page 5 of 8 Its authorised 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 applicant transferor company No.4 is Rs.4,60,000 divided into 23,200 equity shares of Rs.10/- each. Transferor company no. 4 has 11 equity shareholders. 12. The transferor company No.5 was incorporated on 26.10.2006. Its authorised share capital is Rs.2,50,000, divided into 25,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.5 is Rs.2,50,000 divided into 25,000 equity shares of Rs.10/- each. Transferor company no. 5 has 9 equity shareholders. 13. The transferor company No.6 was incorporated on 02.02.2006. Its authorised share capital is Rs.2,50,000, divided into 25,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.6 is Rs.2,18,500 divided into 21,850 equity shares of Rs.10/- each. Transferor company no. 6 has 9 equity shareholders. 14. The transferor company No.7 was incorporated on 20.02.2006. Its authorised share capital is Rs.2,50,000, divided into 25,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.7 is Rs.2,50,000 divided CA(M) No.9 & 10 of 2008 page 6 of 8 into 25,000 equity shares of Rs.10/- each. Transferor company no. 7 has 9 equity shareholders. 15. The transferor company No.8 was incorporated on 20.02.2006. Its authorised share capital is Rs.2,50,000, divided into 25,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.8 is Rs.2,50,000 divided into 25,000 equity shares of Rs.10/- each. Transferor company no. 8 has 9 equity shareholders. 16. The transferor companies do not have any secured creditors. However, as per the documents filed for record, all the Transferor companies, except Transferor company no. 8, have 1 unsecured shareholder each. Transferor company No.8 does not have any unsecured creditors. All the shareholders and unsecured creditors of all the transferor companies have given their consent in writing to the Scheme of Amalgamation, which have been filed for record. 17. The transferee company was incorporated on 14.06.2006. Its authorised share capital is Rs.101,00,00,000, divided into 9,60,00,000 equity shares of Rs.10/- each and 50,00,000 preference shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the applicant transferee company is Rs.95,70,10,000 divided into 9,57,01,000 equity shares of Rs.10/- each. Transferee company has 8 CA(M) No.9 & 10 of 2008 page 7 of 8 equity shareholders. 18. The transferee company has 1 secured creditor and 16 unsecured creditors, whose list has been filed on record. All the shareholders, the only secured creditor and the 16 unsecured creditors have given their consent for the sanction of the Scheme of Amalgamation, which has been filed for record. 19. Since the consent to the scheme of amalgamation has been filed on behalf of the respective equity shareholders, preference shareholders, secured and unsecured creditors of all the applicant companies, therefore, it is just and appropriate to dispense with convening the meeting of the equity shareholders, preference shareholders, secured and unsecured creditors of all the applicant companies to consider the scheme of amalgamation. 20. Publication of citation for equity shareholders, preference shareholders, secured and unsecured creditors of all the applicant companies is also dispensed with. 21. The application is disposed of in terms of the above order. January 22, 2008 VIPIN SANGHI, J. aj CA(M) No.9 & 10 of 2008 page 8 of 8