CP 251/2015

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IN THE HIGH COURT OF DELHI

COMPANY PETITION NO. 251/2015

Reserved on 16^th December, 2015

Date of pronouncement: 23d December, 2015

In the matter of

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

applicable):

And

Petition under Sections 391 and 394 of the

Companies Act, 1956

Scheme of Amalgamation of:

AVL India Softwares Private Limited

Petitioner/Transferor Company

WITH

AVL India Private Limited

Petitioner/Transferee Company

Through Mr. Kunal Juneja, Advocate

for the petitioners

Mr. Sanjay Bose, Dy. Registrar of

Companies for the Regional Director

Mr. Rajiv Bahl, Advocate for the

Official Liquidator

SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Section 391 to 394 of the

Companies Act, 1956 by the petitioner companies seeking sanction of

the Scheme of Amalgamation of AVL India Softwares Private Limited

(hereinafter referred to as the transferor company) with AVL India Private

Limited (hereinafter referred to as the transferee company).

2. The registered offices of the transferor and transferee companies

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

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3. The transferor company was incorporated under the Companies

Act, 1956 on 10^th July, 1990 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies

Act, 1956 on 28^th April, 1984 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

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

Rs.25,00,000/- divided into 25,000 equity shares of Rs.100/- each. The

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

Rs.1,00,000/- divided into 1,000 equity shares of Rs.100/- each.

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

Rs.1,50,00,000/- divided into 1,50,000 equity shares of Rs.100/- each.

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

Rs.1,30,00,000/- divided into 1,30,000 equity shares of Rs.100/- each.

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

transferor and transferee companies have been filed on record with the

joint application, being CA(M) 169/2014, earlier filed by the petitioners.

The audited balance sheets, as on 31^st March, 2014, of the transferor

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and transferee companies, along with the report of the auditors, had 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 petition and the accompanying affidavit. It is claimed by

the petitioners that the proposed amalgamation would result in synergy

and cost efficiencies and would prevent duplication of efforts in running

the business. Further, it shall provide significant impetus to the growth of

the transferor undertaking with focused operations, judicious utilization of

resources and operational efficiencies. It is further claimed that the

amalgamation will provide a larger asset base to the transferee company

and thereby enable it to raise resources for future growth and expansion

of the business and should also result in economies of scale and

optimum utilization of available resources.

9. So far as the share exchange ratio is concerned, the Scheme

provides that, upon coming into effect of this Scheme, the transferee

company shall issue and allot equity shares to the shareholders of the

transferor company in the following ratio:-

“14 equity shares of Rs.100/- each of the trans