* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.12 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: Aryan Creations Pvt. Ltd & ... Applicants/Transferor Companies Others WITH Surya Udyog Ltd. ... Applicant/Transferee Company Through : Mr. Mukesh Sukhija, Advocate for the applicants. VIPIN SANGHI, J. (ORAL) 1. This is an application by applicants Aryan Creations Pvt. Ltd., (Transferor Company no. 1), Dayal Promoters Pvt. Ltd. (Transferor Company no. 2), Double ESS Enterprises Pvt. Ltd. (Transferor Company no. 3), Emerald Aluminium Pvt. Ltd. (Transferor Company no. 4), Fantistic Clothings Pvt. Ltd. (Transferor Company no. 5), GBM Packaging Pvt. Ltd. (Transferor Company no. 6), GEM e-Solutions Pvt. ca(m)12.08 page 1 of 12 Ltd. (Transferor Company no. 7), HIM Education Pvt. Ltd. (Transferor Company no. 8), Khyati Advertising & Marketing Research Pvt. Ltd. (Transferor Company no.9), Kingston Travels Pvt Ltd. (Transferor Company no. 10), Lifestyle Telecommunications Pvt Ltd. (Transferor Company no. 11), Maharana Engineering Pvt Ltd. (Transferor Company no. 12), Northex Transport Pvt. Ltd. (Transferor Company no. 13), O and S Resorts Pvt. Ltd. (Transferor Company no. 14), Road Town Merchants Pvt. Ltd. (Transferor Company no. 15), UB Textile Pvt. Ltd. (Transferor Company no. 16) and Surya Udyog Limited (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 the transferor companies no. 1, 10, 11, 13, 14 and 15 are situated at A-5, Sisram Park, Uttam Nagar, New Delhi 110059. Registered office of transferor companies no. 2, 3, 6, 7 and 9 are situated at Flat no. 14, Block-F21, Sector 15, Rohini, New Delhi 110085. Registered office of transferor companies no. 4, 5, 6, 8, 12 and 16 are situated at 19/18A, 1st floor, Moti Nagar, New Delhi 110015. The registered office of the transferee company is situated at ca(m)12.08 page 2 of 12 AM-112, Shalimar Bagh, New Delhi 110088. All 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 11th December, 2007, 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 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 ca(m)12.08 page 3 of 12 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 29 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 1 for every 5 equity share of Rs. 10/- each held by them in transferor company no. 1. b) The transferee company shall issue and allot 59 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 2 for every 5 equity share of Rs. 10/- each held by them in transferor company no. 2. c) The transferee company shall issue and allot 9 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 3 for every 2 equity share of Rs. 10/- each held by them in transferor company no. 3. d) The transferee company shall issue and allot 29 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 4 for every 5 equity share of Rs. 10/- each held by them in transferor company no. 4. e) The transferee company shall issue and allot 29 equity shares ca(m)12.08 page 4 of 12 of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 5 for every 5 equity share of Rs. 10/- each held by them in transferor company no. 5. f) The transferee company shall issue and allot 16 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 6 for every 3 equity share of Rs. 10/- each held by them in transferor company no. 6. g) The transferee company shall issue and allot 43 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 7 for every 7 equity share of Rs. 10/- each held by them in transferor company no. 7. h) The transferee company shall issue and allot 29 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 8 for every 5 equity share of Rs. 10/- each held by them in transferor company no. 8. i) The transferee company shall issue and allot 27 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 9 for every 5 equity share of Rs. 10/- each held by them in transferor company no. 9. j) The transferee company shall issue and allot 35 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor ca(m)12.08 page 5 of 12 company no. 10 for every 6 equity share of Rs. 10/- each held by them in transferor company no. 10. k) The transferee company shall issue and allot 35 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 11 for every 6 equity share of Rs. 10/- each held by them in transferor company no. 11. l) The transferee company shall issue and allot 35 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 12 for every 6 equity share of Rs. 10/- each held by them in transferor company no. 12. m) The transferee company shall issue and allot 35 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 13 for every 6 equity share of Rs. 10/- each held by them in transferor company no. 13. n) The transferee company shall issue and allot 35 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 14 for every 6 equity share of Rs. 10/- each held by them in transferor company no. 14. o) The transferee company shall issue and allot 35 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 15 for every 6 equity share of Rs. 10/- each held by them ca(m)12.08 page 6 of 12 in transferor company no. 15. p) The transferee company shall issue and allot 35 equity shares of Rs. 10/- each as fully paid up to the shareholders of the transferor company no. 16 for every 6 equity share of Rs. 10/- each held by them in transferor company no. 16. 8. The transferor company No.1 was incorporated on 03.06.2005. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.1 is Rs.9,50,000 divided into 95,000 equity shares of Rs.10/- each. Transferor company no. 1 has 3 equity shareholders. 9. The transferor company No.2 was incorporated on 01.06.2005. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.2 is Rs.9,95,000 divided into 99,500 equity shares of Rs.10/- each. Transferor company no. 2 has 3 equity shareholders. 10. The transferor company No.3 was incorporated on 20.02.1996. Its authorized share capital is Rs.35,00,000, divided into 3,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.3 is Rs.28,38,900 ca(m)12.08 page 7 of 12 divided into 2,83,090 equity shares of Rs.10/- each. Transferor company no. 3 has 3 equity shareholders. 11. The transferor company No.4 was incorporated on 23.11.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.4 is Rs.9,80,000 divided into 98,000 equity shares of Rs.10/- each. Transferor company no. 4 has 3 equity shareholders. 12. The transferor company No.5 was incorporated on 23.11.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.5 is Rs.9,00,000 divided into 90,000 equity shares of Rs.10/- each. Transferor company no. 5 has 3 equity shareholders. 13. The transferor company No.6 was incorporated on 21.08.1995. Its authorized share capital is Rs.40,00,000, divided into 4,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.6 is Rs.37,91,500 divided into 3,79,150 equity shares of Rs.10/- each. Transferor company no. 6 has 3 equity shareholders. 14. The transferor company No.7 was incorporated on 29.06.2004. ca(m)12.08 page 8 of 12 Its authorized share capital is Rs.25,00,000, divided into 2,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.7 is Rs.17,16,500 divided into 1,17,650 equity shares of Rs.10/- each. Transferor company no. 7 has 3 equity shareholders. 15. The transferor company No.8 was incorporated on 23.11.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.8 is Rs.8,30,000 divided into 83,000 equity shares of Rs.10/- each. Transferor company no. 8 has 3 equity shareholders. 16. The transferor company No.9 was incorporated on 07.03.1996. Its authorized share capital is Rs.25,00,000, divided into 2,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.9 is Rs.21,31,200 divided into 2,13,120 equity shares of Rs.10/- each. Transferor company no. 9 has 3 equity shareholders. 17. The transferor company No.10 was incorporated on 01.08.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.10 is ca(m)12.08 page 9 of 12 Rs.10,00,000 divided into 1,00,000 equity shares of Rs.10/- each. Transferor company no. 10 has 3 equity shareholders. 18. The transferor company No.11 was incorporated on 02.08.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.11 is Rs.10,00,000 divided into 1,00,000 equity shares of Rs.10/- each. Transferor company no. 11 has 3 equity shareholders. 19. The transferor company No.12 was incorporated on 23.11.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.12 is Rs.8,70,000 divided into 87,000 equity shares of Rs.10/- each. Transferor company no. 12 has 3 equity shareholders. 20. The transferor company No.13 was incorporated on 11.08.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.13 is Rs.9,62,500 divided into 96,250 equity shares of Rs.10/- each. Transferor company no. 13 has 3 equity shareholders. 21. The transferor company No.14 was incorporated on 03.06.2005. ca(m)12.08 page 10 of 12 Its authorized 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.6 is Rs.10,70,000 divided into 1,07,000 equity shares of Rs.10/- each. Transferor company no. 14 has 3 equity shareholders. 22. The transferor company No.15 was incorporated on 01.08.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.15 is Rs.10,00,000 divided into 1,00,000 equity shares of Rs.10/- each. Transferor company no. 15 has 3 equity shareholders. 23. The transferor company No.16 was incorporated on 23.11.2006. Its authorized share capital is Rs.10,00,000, divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the applicant transferor company No.16 is Rs.9,45,000 divided into 94,500 equity shares of Rs.10/- each. Transferor company no. 16 has 3 equity shareholders. 24. The transferee company was incorporated on 25.04.1982. Its authorized share capital is Rs.5,25,00,000, divided into 52,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferee company is Rs.5,23,67,500 divided into ca(m)12.08 page 11 of 12 52,36,750 equity shares of Rs.10/- each. Transferee company has 14 equity shareholders. 25. All the equity shareholders of the applicant companies have given their consent to the said Scheme of Amalgamation, copies of which have been filed for record. None of the Transferor companies or the Transferee company have any secured or unsecured creditors. 26. Since the consent to the said Scheme of Amalgamation has been filed on behalf of the respective equity shareholders of all the applicant companies, therefore, it is just and appropriate to dispense with convening the meeting of the equity shareholders of all the applicant companies to consider the scheme of amalgamation. 27. Publication of citation for equity shareholders of all the applicant companies is also dispensed with. 28. The application is disposed of in terms of the above order. January 25, 2008 VIPIN SANGHI, J. pkb ca(m)12.08 page 12 of 12