CA (M) 186/2015 Page 1 of 5

IN THE HIGH COURT OF DELHI

COMPANY APPLICATION (MAIN) NO. 186/2015

Reserved on 10^th December, 2015

Date of pronouncement: 23^rd December, 2015

In the matter of

The Companies Act, 1956 & the Companies Act, 2013 (to the extent

applicable):

And

Application under Sections 391(1) & 394 of the

Companies Act, 1956

Scheme of Amalgamation of:

Hanuman Buildwell Private Limited

Applicant/Transferor Company

WITH

Fimosys Infrastructure Private Limited

Applicant/Transferee Company

Through Mr. Mohinder Kumar Gupta,

Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1.

This joint application has been filed under Sections 391(1) & 394 of

the Companies Act, 1956 by the applicant companies seeking directions

of this court to dispense with the requirement of convening the meetings

of their equity shareholders, secured and unsecured creditors to consider

and approve, with or without modification, the proposed Scheme of

Amalgamation of Hanuman Buildwell Private Limited (hereinafter referred

to as the transferor company) with Fimosys Infrastructure Private Limited

(hereinafter referred to as the transferee company).

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2. The registered offices of the transferor and transferee companies

are situated at New Delhi, within the jurisdiction of this Court.

3. The transferor company was incorporated under the Companies

Act, 1956 on 20^th July, 2007 with the Registrar of Companies, NCT of

Delhi & Haryana.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 14^th February, 2005 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Fimosys Info Solutions Private Limited. The company changed its

name to Fimosys Infrastructure Private Limited and obtained the fresh

certificate of incorporation on 4^th May, 2011.

5. The present authorized share capital of the transferor company is

Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The

issued, subscribed and paid-up share capital of the company is

Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The

issued, subscribed and paid-up share capital of the company is

Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

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CA (M) 186/2015 Page 3 of 5

7. Copies of the Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record. The

audited balance sheets, as on 31^st March, 2015, of the transferor and

transferee companies, along with the reports of the auditors, have also

been filed.

8. A copy of the Scheme of Amalgamation has been placed on record

and the salient features of the Scheme have been incorporated and

detailed in the application and the accompanying affidavit. It is claimed

that the proposed amalgamation would enable pooling of physical,

financial and human resources of these companies for their most

beneficial utilization in the combined entity. It is further claimed that the

proposed amalgamation will result in usual economies of a centralized

and a large company including elimination of duplicate work, reduction in

overheads, better and more productive utilization of resources and

enhancement of overall business efficiency. It will enable these

companies to combine their operational strength, to build a wider capital

and financial base and to promote and secure overall growth of their

businesses.

9. So far as the share exchan