CA (M) 184/2015 Page 1 of 5

IN THE HIGH COURT OF DELHI

COMPANY APPLICATION (MAIN) NO. 184/2015

Reserved on 8^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 Section 391(1) of the

Companies Act, 1956

Scheme of Amalgamation of:

Pinokio Entertainment Private Limited

Applicant/Transferor Company

WITH

Baba Infraventures India Private Limited

Applicant/Transferee Company

Through

Mr.

Mukesh

Sukhija,

Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This joint Application has been filed under Section 391(1) 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 Pinokio Entertainment Private Limited (hereinafter

referred to as the transferor company) with Baba Infraventures India

Private Limited (hereinafter referred to as the transferee company) .

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CA (M) 184/2015 Page 2 of 5

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 originally incorporated under the

Companies Act, 1956 on 6^th January, 2010 with the Registrar of

Companies, West Bengal under the name and style of Adhunik Barter

Private

Limited.

The

company

changed

its

name

to

Pinokio

Entertainment Private Limited and obtained the fresh certificate of

incorporation from the Registrar of Companies, NCT of Delhi & Haryana

at New Delhi on 14^th August, 2015.

4. The transferee company was incorporated under the Companies

Act, 2013 on 11^th June, 2015 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

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

Rs.37,00,000/- divided into 3,70,000 equity shares of Rs.10/- each. The

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

Rs.36,10,000/- divided into 3,61,000 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

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CA (M) 184/2015 Page 3 of 5

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.

7. Copies of Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record. The

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

company, along with the report of the auditors, has also been filed.

Learned counsel for the applicants submits that since the transferee

company has been recently incorporated, therefore, only the provisional

accounts of the company have been prepared for the period ending 30^th

September, 2015 and a copy of the same is placed on record.

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

by the applicants 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,

reduct