CA (M) 183/2015 Page 1 of 5

IN THE HIGH COURT OF DELHI

COMPANY APPLICATION (MAIN) NO. 183/2015

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

Section

391

of

the

Companies Act, 1956 read with Rule 9 of the

Companies (Court) Rules, 1959

Scheme of Amalgamation of:

Cooper Barrels Private Limited

Applicant/Transferor Company

WITH

D.S. Ductofab Systems Private Limited

Applicant/Transferee Company

Through

Mr.

Vinay

Shukla

and

Mr.Anurag Gupta, Advocates for the

applicants

SUDERSHAN KUMAR MISRA, J.

1.

This joint application has been filed under Section 391 of the

Companies Act, 1956 read with Rule 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 to consider and approve,

with or without modification, the proposed Scheme of Amalgamation of

Cooper Barrels Private Limited (hereinafter referred to as the transferor

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CA (M) 183/2015 Page 2 of 5

company) with D.S. Ductofab Systems 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.

3. The transferor company was incorporated under the Companies

Act, 1956 on 21^st March, 2013 with the Registrar of Companies, NCT of

Delhi & Haryana.

4. The transferee company was incorporated under the Companies

Act, 1956 on 1^st August, 2006 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

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

Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.

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

Rs.1,41,00,000/- divided into 14,10,000 equity shares of Rs.10/- each.

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

Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.

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

Rs.1,16,22,500/- divided into 11,62,250 equity shares of Rs.10/- each.

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CA (M) 183/2015 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

by the applicants that the proposed scheme will result in formation of a

larger company enabling the said company to obtain greater facilities

possessed and enjoyed by one large company compared to small

companies for raising capital, securing and conducting trade and

business on favourable terms and other related benefits. It is further

claimed that the proposed amalgamation will enable the company

concerned to rationalize and streamline their management, businesses

and finances and lead to a better and more economic control, over the

running and management of the businesses and undertakings of the said

company.

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

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