* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.16 of 2008 % DATED 04.02.2008 In the matter of the companies Act, 1956: And Applications under Sections 391 to 394 of the Companies Act, 1956 Scheme of Amalgamation of: Indiabulls Projects Limited ... Applicant No. 1/Transferor Company and Indiabulls Wholesale Services Limited ... Applicant No. 2/Transferee Company . Through : Mr. A.Das Advocate for the applicants. VIPIN SANGHI, J. (ORAL) 1. This is a joint application by applicants Indiabulls Projects Limited, Applicant No.1/Transferor Company, Indiabulls Wholesale Services Limited Applicant no.2 Transferee Company, under Section 391 to 394 of the Companies Act, 1956 (hereinafter referred to as the Act) seeking dispensation of meetings of equity shareholders, secured and unsecured creditors of both the applicant companies, which are otherwise required for considering the scheme of amalgamation. C.A.(M)No.16 of 2008 Page 1 of 5 2. The registered office of both transferor and the transferee companies are situated at E-29,First Floor, Cannaught Place, New Delhi,110001 that is, within the jurisdiction of this Court. 3. The Board of Directors of each of the applicant companies have passed resolutions on 15.01.2008, approving the scheme of amalgamation of the transferor company with the transferee company, copies of which have been filed. 4. Both Transferor company and Transferee company have filed their respective Memorandum and Articles of Association along with the application. The audited balance sheets of the applicant companies will only be prepared on 31.03.2008 as the incorporation was done in the current financial year only . 5. The applicants companies also filed scheme of amalgamation and salient features of the 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 Transferor and Transferee company. 7. The share exchange ratio of the applicant companies is stated to have been fixed on a fair and reasonable basis on the basis of the valuation report of the chartered accountants, a copy of which has C.A.(M)No.16 of 2008 Page 2 of 5 been filed for record. 8. The transferor company was incorporated on 11.10.2007. Its authorised share capital is Rs.1,00,00,00,000/- , divided into 10,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company is Rs.1,00,00,00,000/- divided into10,00,00,000 equity shares of Rs.10/- each. 9. The transferor company has seven(7) equity shareholders who have consented to the scheme of amalgamation and same has been filed. Consequently, the meeting of the shareholders of the Transferor company to consider the scheme of amalgamation is dispensed with. 10. The Transferee company was incorporated on 24.07.2007. Its authorised share capital is Rs.1,10,00,00,000/- divided into 11,00,00,000 equity shares of Re.10 each . Its issued subscribed and paid up share capital is Rs.1,00,00,00,000/- divided into 10,00,00,000 equity shares of Re.10 each. 11. The transferee company has 7 equity shareholders whose consents to the scheme of amalgamation have been filed. Consequently, the meeting of the equity shareholders of the Transferee Company to consider the scheme of amalgamation is C.A.(M)No.16 of 2008 Page 3 of 5 dispensed with. 12. The transferor company has no unsecured creditor. The Transferee company has 4 unsecured creditors. Three out of the four unsecured creditors of the Transferee company have given their consent in writing to the scheme of amalgamation, which have been filed for record, one un-secured creditor has issued a Balance Confirmation Certificate certifying that its receivable amount has been paid in full which have been filed for record. Since the consent to the scheme of amalgamation has been filed on behalf of the respective unsecured creditors of the transferee company and there is no unsecured creditor for the transferor company, therefore, it is just and appropriate to dispense with convening the meeting of the unsecured creditors of the applicant companies to consider the scheme of amalgamation. However, it is directed that this dispensation is subject to the condition that the transferee company shall file on record along with the second motion, the challan showing deposit of TDS of Rs 5,09,216/- in respect of payment made to Edel Weiss Capital Ltd. 13. The transferor company has no secured creditor .The transferee company has one secured creditor whose consent has been filed for record. Consequently, the meeting of the secured creditors of the Transferee Company to consider the scheme of amalgamation is dispensed with. C.A.(M)No.16 of 2008 Page 4 of 5 14. Publication of citation for equity shareholders, secured and unsecured creditors of the applicant companies is also dispensed with. 15. The application is disposed of in terms of the above order. February 04, 2008 VIPIN SANGHI, J. aj C.A.(M)No.16 of 2008 Page 5 of 5