In the Matter of Crayons Global Finance Private Limited

IN THE HIGH COURT OF DELHI COMPANY APPLICATION (MAIN) NO. 52/2015

Reserved on 23rd April, 2015 Date of pronouncement: 18th May, 2015 In the matter of The Companies Act, 1956 & the Companies Act, 2013 (to the extent applicable):

And

Application under Section 391(1) of the Companies Act, 1956

Scheme of Amalgamation of:

Crayons Global Finance Private Limited Applicant/Transferor Company No. 1

Ganges Radio Taxi Private Limited Applicant/Transferor Company No. 2

J Tech Communication India Private Limited Applicant/Transferor Company No. 3

Ludhiana Call Taxi Private Limited Applicant/Transferor Company No. 4

Mega Holidays Private Limited Applicant/Transferor Company No. 5

Mega Infotel Private Limited Applicant/Transferor Company No. 6

Maxim Radio Cabs Limited Applicant/Transferor Company No. 7 WITH

Vimi Investments and Finance Private Limited Applicant/Transferee Company

Through Mr. Mukesh Sukhija, Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

¶1This joint Application has been filed under Section 391(1) 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, secured and unsecured creditors to consider and approve with or without modification, the proposed Scheme of Amalgamation of Crayons Global Finance Private Limited (hereinafter referred to as the transferor company no. 1), Ganges Radio Taxi Private Limited (hereinafter referred to as the transferor company no. 2), J Tech Communication India Private Limited (hereinafter referred to as the transferor company no. 3), Ludhiana Call Taxi Private Limited (hereinafter referred to as the transferor company no. 4), Mega Holidays Private Limited (hereinafter referred to as the transferor company no. 5), Mega Infotel Private Limited (hereinafter referred to as the transferor company no. 6) and Maxim Radio Cabs Limited (hereinafter referred to as the transferor company no. 7) with Vimi Investments and Finance Private Limited (hereinafter referred to as the transferee company) .

¶2The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this court.

¶3The transferor company no. 1 was incorporated under the Companies Act, 1956 on 7th February, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

¶4The transferor company no. 2 was incorporated under the Companies Act, 1956 on 20th October, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

¶5The transferor company no. 3 was incorporated under the Companies Act, 1956 on 8th August, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

¶6The transferor company no. 4 was incorporated under the Companies Act, 1956 on 9th March, 2009 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

¶7The transferor company no. 5 was originally incorporated under the Companies Act, 1956 on 27th April, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Mega Holidays Limited. The company changed its name to Mega Holidays Private Limited and obtained the fresh certificate of incorporation on 4th May, 2013.

¶8The transferor company no. 6 was incorporated under the Companies Act, 1956 on 15th April, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

¶9The transferor company no. 7 was incorporated under the Companies Act, 1956 on 28th January, 1999 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

¶10The transferee company was incorporated under the Companies Act, 1956 on 17th February 1992 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

¶11The present authorized share capital of the transferor company no.1 is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.37,26,000/- divided into 3,72,600 equity shares of Rs.10/- each.

¶12The present authorized share capital of the transferor company no.2 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.

¶13The present authorized share capital of the transferor company no.3 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.41,00,000/- divided into 4,10,000 equity shares of Rs.10/- each.

¶14The present authorized share capital of the transferor company no.4 is Rs.1,00,00,000/-divided into 10,00,000 equity shares of Rs.10/-

each. The present issued, subscribed and paid-up share capital of the company is Rs.63,50,000/- divided into 6,35,000 equity shares of Rs.10/- each.

¶15The present authorized share capital of the transferor company no.5 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.31,00,000/- divided into 3,10,000 equity shares of Rs.10/- each.

¶16The present authorized share capital of the transferor company no.6 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.2,00,000/- divided into 20,000 equity shares of Rs.10/- each.

¶17The present authorized share capital of the transferor company no.7 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid-up share capital of the company is Rs.5,00,700/- divided into 50,070 equity shares of Rs.10/- each.

¶18The present authorized share capital of the transferee company is Rs.1,00,00,000/- divided into 1,00,000 equity shares of Rs.100/- each.

The present issued, subscribed and paid-up share capital of the company is Rs.99,75,000/- divided into 99,750 equity shares of Rs.100/- each.

¶19Copies of Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed.

¶20A 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 that the proposed amalgamation would result in business synergy and consolidation of these companies into one large company with a stronger asset base. It is further claimed that the proposed amalgamation will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of human and other resource and enhancement of overall business efficiency. It will enable these companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses.

¶21So 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 companies in the following ratio:- "09 equity shares of Rs.100/- each of the transferee company for every 08 equity shares of Rs.10/- each held in the transferor company no. 1."

"01 equity share of Rs.100/- each of the transferee company for every 03 equity shares of Rs.10/- each held in the transferor company no. 2."

"03 equity shares of Rs.100/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 3."

"01 equity share of Rs.100/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company no. 4."

"01 equity share of Rs.100/- each of the transferee company for every 180 equity shares of Rs.10/- each held in the transferor company no. 5."

"01 equity share of Rs.100/- each of the transferee company for every 03 equity shares of Rs.10/- each held in the transferor company no. 6."

"01 equity share of Rs.100/- each of the transferee company for every 03 equity shares of Rs.10/- each held in the transferor company no. 7."

¶22It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies.

¶23The Board of Directors of the transferor and transferee companies in their separate meetings held on 20th January, 2015 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record.

¶24The transferor company no. 1 has 06 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 1, as on 20th January, 2015.

¶25The transferor company no. 2 has 02 equity shareholders and 01 unsecured creditor. Both the equity shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditor of the transferor company no. 1 to consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferor company no. 2, as on 20th January, 2015.

¶26The transferor company no. 3 has 03 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 3 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 3, as on 20th January, 2015.

¶27The transferor company no. 4 has 03 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 4 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 4, as on 20th January, 2015.

¶28The transferor company no. 5 has 08 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 5 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 5, as on 20th January, 2015.

¶29The transferor company no. 6 has 02 equity shareholders. Both the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 6 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 6, as on 20th January, 2015.

¶30The transferor company no. 7 has 07 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in

order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company no. 7 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured or unsecured creditor of the transferor company no. 7, as on 20th January, 2015.

¶31The transferee company has 04 equity shareholders and 01 unsecured creditor. All the equity shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Amalgamation. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditor of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation is dispensed with. There is no secured creditor of the transferee company, as on 20th January, 2015.

¶32The Application stands allowed in the aforesaid terms. Dasti

SUDERSHAN KUMAR MISRA, J. May 18, 2015