CP 394/2015

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IN THE HIGH COURT OF DELHI

COMPANY PETITION NO. 394/2015

Reserved on 15^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

Petition under Sections 391(1) to 394 read

with Section 100 of the Companies Act, 1956

Scheme of Amalgamation of:

Shree Vijay Dyeing & Printing Mills Private Limited

Petitioner/Transferor Company

WITH

Nath Laminations Private Limited

Petitioner/Transferee Company

Through Mr. Ashish Middha, 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 Sections 391(1) to 394 read

with Section 100 of the Companies Act, 1956 by the petitioner companies

seeking sanction of the Scheme of Amalgamation of Shree Vijay Dyeing

& Printing Mills Private Limited (hereinafter referred to as the transferor

company) with Nath Laminations Private Limited (hereinafter referred to

as the transferee company).

CP 394/2015

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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 1^st November, 1991 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

4. The transferee company was incorporated under the Companies

Act, 1956 on 27^th August, 1997 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

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 and subscribed capital of the company is Rs.97,00,000/-

divided into 9,70,000 equity shares of Rs.10/- each. The paid-up capital

of the company is Rs.92,09,050/- divided into 9,15,450 equity shares of

Rs.10/- each aggregating to Rs.91,54,500/- and 54,550 equity shares

subscribed but not fully paid up of Rs.10/- each Rs.1/- paid-up.

6. The authorized share capital of the transferee company is

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

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

Rs.2,75,78,400/- divided into 27,57,840 equity shares of Rs.10/- each.

CP 394/2015

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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) 81/2015, earlier filed by the petitioners.

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

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 submitted by

the petitioners that the proposed scheme will result in formation of a

larger company enabling further growth and development of the business

of the said company thus enabling the said company to obtain greater

facilities possessed and enjoyed by one large company compared to a

small company for raising capital, securing and conducting trade and

business on favourable terms and other related benefits. It is claimed that

the proposed amalgamation will result in reduction in overheads and

other expenses, reduction in administrative and procedural work,

eliminate duplication of work, better and more productive utilization of

various resources and will enab