CA (M) 177/2015 Page 1 of 6

IN THE HIGH COURT OF DELHI

COMPANY APPLICATION (MAIN) NO. 177/2015

Reserved on 11^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 to 394 of the

Companies Act, 1956

Scheme of Amalgamation of:

Trophy Holdings Private Limited

Applicant/Transferor Company

WITH

Liquid Investment and Trading Company Private Limited

Applicant/Transferee Company

Through Mr. N. Ganpathy, Advocate

for the applicants

SUDERSHAN KUMAR MISRA, J.

1.

This joint application has been filed under Sections 391 to 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, preference shareholders, secured and

unsecured creditors to consider and approve, with or without

modification, the proposed Scheme of Amalgamation of Trophy Holdings

Private Limited (hereinafter referred to as the transferor company) with

Liquid Investment and Trading Company 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 19^th February, 2003 with the Registrar of Companies, NCT

of Delhi & Haryana.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 24^th May, 1982 with the Registrar of

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

style of Liquid Investment and Trading Company. The company changed

its name to Liquid Investment and Trading Company Private Limited and

obtained the fresh certificate of incorporation on 15^th April, 2011.

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

Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each.

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

Rs.2,90,24,110/- divided into 29,02,411 equity shares of Rs.10/- each.

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

Rs.27,00,00,000/- divided into 1,85,00,000 equity shares of Rs.10/- each

aggregating

to

Rs.18,50,00,000/-;

10,000

11% non-cumulative

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CA (M) 177/2015 Page 3 of 6

redeemable preference shares of Rs.100/- each aggregating to

Rs.10,00,000/-; 3,40,000 12.5% non-cumulative redeemable preference

shares of Rs.100/- each aggregating to Rs.3,40,00,000/-; and 5,00,000

5% non-cumulative redeemable preference shares of Rs.100/- each

aggregating to Rs.5,00,00,000/-. The issued, subscribed and paid-up

share capital of the company is Rs.24,50,27,000/- divided into

1,82,50,600

equity

shares

of

Rs.10/-

each

aggregating

to

Rs.18,25,06,000/-; 210 11% non-cumulative redeemable preference

shares of Rs.100/- each aggregating to Rs.21,000/-; 3,00,000 12.5%

non-cumulative redeemable preference shares of Rs.100/- each

aggregating to Rs.3,00,00,000/-; and 3,25,000 5% non-cumulative

redeemable preference shares of Rs.100/- each aggregating to

Rs.3,25,00,000/-.

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