CA (M) 181/2015 Page 1 of 8

IN THE HIGH COURT OF DELHI

COMPANY APPLICATION (MAIN) NO. 181/2015

Reserved on 7^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, 392 & 394 of

the Companies Act, 1956 read with Rules 6 &

9 of the Companies (Court) Rules, 1959

Scheme of Arrangement between:

Abhinav Steels and Power Limited

Applicant/Demerged Company

AND

RS Ingot and Billet Private Limited

Applicant/Resulting Company No. 1

Siddhartha Rolling and Energy Private Limited

Applicant/Resulting Company No. 2

Through

Mr.

P.

Nagesh

with

Mr.Ashutosh Gupta, Advocates for the

applicants

SUDERSHAN KUMAR MISRA, J.

1.

This joint application has been filed under Sections 391, 392 & 394

of the Companies Act, 1956 read with Rules 6 & 9 of the Companies

(Court) Rules, 1959 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 and for convening

a meeting of the secured creditors of the demerged company to consider

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

Arrangement between Abhinav Steels and Power Limited (hereinafter

referred to as the demerged company) and RS Ingot and Billet Private

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Limited (hereinafter referred to as the resulting company no. 1) and

Siddhartha Rolling and Energy Private Limited (hereinafter referred to as

the resulting company no. 2).

2. The registered offices of the demerged and resulting companies

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

3. The demerged company was originally incorporated under the

Companies Act, 1956 on 5^th October, 1987 with the Registrar of

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

style of Abhinav Steels Private Limited. The company changed its name

to Abhinav Steels Limited and obtained the fresh certificate of

incorporation on 27^th June, 2011. The company again changed its name

to Abhinav Steels and Power Limited and obtained the fresh certificate of

incorporation on 23^rd May, 2012.

4. The resulting company no. 1 was incorporated under the

Companies Act, 2013 on 16^th August, 2012 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

5. The resulting company no. 2 was incorporated under the

Companies Act, 1956 on 31^st May, 2012 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi.

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

Rs.50,00,00,000/- divided into 50,00,000 equity shares of Rs.100/- each.

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

Rs.21,89,93,800/- divided into 21,89,938 equity shares of Rs.100/- each.

7. The present authorized share capital of the resulting company no.1

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 company is

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

8. The present authorized share capital of the resulting company no.2

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 company is

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

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

demerged and resulting companies have been filed on record. The

audited balance sheets, a