Zeebo Intereactive Studios India ... vs Lakshya Digital Private Limited
2012 Latest Caselaw 3851 Del

*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                     Date of Judgment: July 03, 2012

+                        CO.PET.NO. 142/2012

       ZEEBO INTEREACTIVE STUDIOS INDIA PRIVATE LIMITED
       (Transferor Company)

                         AND

       LAKSHYA DIGITAL PRIVATE LIMITED
       (Transferee Company)                        ..... Petitioners
                        Through: Mr. Mahesh Aggarwal, Mr. B.S.
                                 Shukla and Mr. Rajeev Kumar,
                                 Advocates.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This petition has been filed under Sections 391 & 394 of the

Companies Act, 1956 (for short the 'Act') by the Transferor Company and

Transferee Company seeking sanction of a Scheme of Amalgamation by

Zeebo Interactive Studios India Private Limited with Lakshya Digital Private

Limited.

2. The registered offices of the Transferor Company and Transferee

Company are situated at New Delhi, within the jurisdiction of this Court.

3. Details with regard to the date of incorporation of Transferor and

Transferee Companies, their authorized, issued, subscribed and paid up

capital have been given in the petition.

4. Copies of the Memorandum and Articles of Association as well as the

latest audited Annual Accounts for the year ended 31.03.2011 of the

Transferee Company and for the year ended 31.12.2011 for the Transferor

Company have also been placed on record.

5. Copies of the Resolutions passed by the Board of Directors of the

petitioner companies approving the Scheme of Amalgamation are also on

record.

6. It has been submitted that no proceedings under Sections 235 to 251

of the Act are pending against the petitioner companies.

7. So far as the share exchange ratio for amalgamation is concerned,

clause 5 of the Scheme provides that since the Transferor Company is a

wholly-owned subsidiary of the Transferee Company, all the Equity Shares

held by the Transferee Company and its nominees in the Transferor

Company shall be cancelled and extinguished.

Accordingly, there will be no issue and allotment of Equity Shares of

the Transferee Company to the shareholders of the Transferor Company

upon the Scheme becoming effective.

8. The petitioner companies had earlier filed CA (M) No.48 seeking

directions of this Court for dispensation of meetings of equity shareholders

and secured creditors. Vide order dated 16.03.2012, this Court allowed the

application and dispensed with the requirement of convening meetings of

equity shareholders and secured creditors of the transferor Company and the

transferee Company. None of these companies had any unsecured creditors.

9. The transferor Company and the transferee Company have thereafter

filed the present petition seeking sanction of the Scheme of Amalgamation.

Vide order dated 28.03.2012, notice of this petition was directed to be issued

to the Regional Director (Northern Region), Registrar of Companies, NCT

of Delhi & Haryana and the Official Liquidator.

Citations were also directed to be published in 'Indian Express'

(English) and 'Veer Arjun' (Hindi). Affidavit of service and publication has

been filed by the petitioners showing compliance regarding service of the

petition on the Regional Director (Northern Region), Registrar of

Companies, NCT of Delhi & Haryana and the Official Liquidator and also

regarding publication of citations in the aforesaid newspapers on

23.04.2012. Copies of the newspaper cuttings, in original, containing the

publications have been filed along with the affidavit of service.

10. Pursuant to the notices issued, the Official Liquidator sought

information from the petitioner companies. Based on the information

received, the Official Liquidator has filed his report dated 22.06.2012

wherein he has stated that he has not received any complaint against the

proposed Scheme from any person/party interested in the Scheme in any

manner and that the affairs of the Transferor Company do not appear to have

been conducted in a manner prejudicial to the interest of its members,

creditors or to public interest.

11. Mr.B.K.Bnasal, learned Regional Director, Northern Region, Ministry

of Corporate Affairs has also filed his affidavit dated 20.06.2012. Relying

on Clause 9.1 of Part III of the Scheme of Amalgamation, he has stated that,

upon the sanction of this scheme of amalgamation, all the employees of the

Transferor Company shall become the employees of the Transferee

Company without any break or interruption in their service. Para No. 5 of

the affidavit of Regional Director shows:-

"there is no mention whether the Petitioner Companies have complied with the Accounting Standard-14 issued by the Institute of Chartered Accountants of India."

In response of the abovesaid observation, the petitioner has filed an

affidavit of Mr. Amit Sudan dated 30.06.2012, wherein the petitioner has

given an undertaking to comply with the Accounting Treatment as

prescribed under Accounting Standard - 14 issued by the Institute of

Chartered Accountants of India. In view of the abovesaid undertaking,

objection raised by the Regional Director no longer survives.

No objection has been received to the Scheme of Amalgamation from

any other party, Mr. Amit Sudan (authorized signatory of the petitioner

companies) has also in this affidavit dated 30.06.2012 confirmed that neither

the petitioner companies nor their Legal Counsel has received any objection

pursuant to the citations published in the newspapers.

12. In view of the approval accorded by the Shareholders and Creditors of

the petitioner companies: representation/reports filed by the Regional

Director (northern Region) and the Official Liquidator (attached with this

Court) to the proposed scheme of amalgamation, there appears to be no

impediment to the grant of sanction to this scheme of amalgamation.

Consequently, sanction is hereby granted to the scheme of amalgamation

under Sections 391 and 394 of the Act. The petitioner companies will

comply with the statutory requirements in accordance with law. In terms of

the provisions of Sections 391 and 394 of the Act, and in terms of the

Scheme, the whole or part of the undertaking, the property, rights and

powers of the Transferor Company are transferred, shall vest in the

Transferee Company without any further act or deed. Similarly, in terms of

the Scheme, all the liabilities and duties of the Transferor Company be

transferred to the Transferee Company without any further act or deed. It is

however, clarified that this order will not be construed as an order granting

exemption from payment of stamp duty or taxes or any other charges, if

payable in accordance with any law; or permission/compliance with any

other department which may be specifically required under any law. The

Transferor Company will stand dissolved without following the procedure of

winding up.

13. The petition is allowed in the above terms. Certified copy of the order

be filed with the Registrar of Companies within 30 days from the date of

receipt of the same.

14. At this stage, learned counsel for the petitioners states that the

petitioner companies would voluntarily deposit a sum of Rs.1,00,000/- (One

Lakh only) in the Common Pool fund of the Official Liquidator to meet the

expenses within three weeks from today. This statement is accepted.

15. Order dasti.

INDERMEET KAUR, J.

JULY 03, 2012 sb