CP 408/2015

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IN THE HIGH COURT OF DELHI

COMPANY PETITION NO. 408/2015

Reserved on 9^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 Section 391 to 394 of the

Companies Act, 1956

Scheme of Amalgamation of:

Spring Tex Private Limited

Petitioner/Transferor Company

WITH

Navair International Private Limited

Petitioner/Transferee Company

Through

Mr.

Saurabh

Kalia

with

Mr.Gursat Singh, Advocates 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 to 394 of the

Companies Act, 1956 by the petitioner companies seeking sanction of

the Scheme of Amalgamation of Spring Tex Private Limited (hereinafter

referred to as the transferor company) with Navair International Private

Limited (hereinafter referred to as the transferee company).

CP 408/2015

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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 2^nd September, 2005 with the Registrar of Companies, NCT

of Delhi & Haryana at New Delhi.

4. The transferee company was originally incorporated under the

Companies Act, 1956 on 23^rd April, 1982 with the Registrar of

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

style of Navair Private Limited. Thereafter, the word ‘Private’ was deleted

from the name of the company. The company changed its name to

Navair International Limited and obtained the fresh certificate of

incorporation on 28^th May, 1992. Learned counsel for the petitioners

submitted that thereafter the company became a private limited company

and the word ‘Private’ was added in the name of the company.

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

Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/- each.

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

Rs.1,20,25,000/- divided into 12,02,500 equity shares of Rs.10/- each.

CP 408/2015

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

Rs.3,00,00,000/- divided into 29,00,000 equity shares of Rs.10/- each

aggregating to Rs.2,90,00,000/- and 10,000 non cumulative preference

shares of Rs.100/- each aggregating to Rs.10,00,000/-. The issued,

subscribed and paid-up share capital of the company is Rs.2,45,04,000/-

divided into 24,50,400 equity shares of Rs.10/- each.

7. Copies of Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record with the

joint application, being CA(M) 76/2015, 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, 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 petition and the accompanying affidavit. It is claimed by

the petitioners that the proposed amalgamation will enable both the

companies to consolidate their business operations and provide

significant impetus to their growth since both companies are engaged in

same line of business and under the same management. It is further

claimed that the proposed amalgamation will result in reduction in

overheads, administrative, mana