Pinokio Entertainment Private ... vs ...
2015 Latest Caselaw 9563 Del

                  IN THE HIGH COURT OF DELHI
             COMPANY APPLICATION (MAIN) NO. 184/2015

                                     Reserved on 8th December, 2015
                         Date of pronouncement: 23rd December, 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:

Pinokio Entertainment Private Limited
                                           Applicant/Transferor Company
       WITH

Baba Infraventures India Private Limited
                                           Applicant/Transferee Company

                               Through    Mr.     Mukesh          Sukhija,
                               Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This 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 Pinokio Entertainment Private Limited (hereinafter

referred to as the transferor company) with Baba Infraventures 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.

3. The transferor company was originally incorporated under the

Companies Act, 1956 on 6th January, 2010 with the Registrar of

Companies, West Bengal under the name and style of Adhunik Barter

Private Limited. The company changed its name to Pinokio

Entertainment Private Limited and obtained the fresh certificate of

incorporation from the Registrar of Companies, NCT of Delhi & Haryana

at New Delhi on 14th August, 2015.

4. The transferee company was incorporated under the Companies

Act, 2013 on 11th June, 2015 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

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

Rs.37,00,000/- divided into 3,70,000 equity shares of Rs.10/- each. The

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

Rs.36,10,000/- divided into 3,61,000 equity shares of Rs.10/- each.

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

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

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.

7. Copies of Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record. The

audited balance sheet, as on 31st March, 2015, of the transferor

company, along with the report of the auditors, has also been filed.

Learned counsel for the applicants submits that since the transferee

company has been recently incorporated, therefore, only the provisional

accounts of the company have been prepared for the period ending 30th

September, 2015 and a copy of the same is placed on record.

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 amalgamation would enable pooling

of physical, financial and human resources of these companies for their

most beneficial utilization in the combined entity. 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.

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:-

"02 equity shares of Rs.10/- each of the transferee company for every 01 equity share of Rs.10/- each held in the transferor company."

10. It 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.

11. The Board of Directors of the transferor and transferee companies

in their separate meetings held on 17th November, 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.

12. The transferor company has 02 equity shareholders and 02

unsecured creditors. Both the equity shareholders and both the

unsecured creditors 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 creditors of the transferor 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 transferor company, as on 30th September, 2015.

13. The transferee company has 02 equity shareholders and 02

unsecured creditors. Both the equity shareholders and both the

unsecured creditors 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 creditors 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 30th September, 2015.

14. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

December 23, 2015