Signatureglobal Resources ... vs ...
2015 Latest Caselaw 9576 Del

                   IN THE HIGH COURT OF DELHI
                  COMPANY PETITION NO. 380/2015

                                     Reserved on 10th 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

Petition under Sections 391, 392 & 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

Signatureglobal Resources Private Limited
                                         Petitioner/Transferor Company
      WITH

Signatureglobal (India) Private Limited
                                      Non-Petitioner/Transferee Company

                               Through      Mr.    Rishi Sood    and
                               Mr.Ashutosh Gupta, 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 petition has been filed under Sections 391, 392 & 394 of the

Companies Act, 1956 by the petitioner/transferor company seeking

sanction of the Scheme of Amalgamation of Signatureglobal Resources

Private Limited (hereinafter referred to as the petitioner/transferor

company) with Signatureglobal (India) Private Limited (hereinafter

referred to as the transferee company).

2. The registered offices of the petitioner/transferor company and the

transferee company are situated at New Delhi, within the jurisdiction of

this Court.

3. The petitioner/transferor company was originally incorporated

under the Companies Act, 1956 on 15th February, 1995 with the

Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the

name and style of Zee Dataline Private Limited. The company changed

its name to Signatureglobal Resources Private Limited and obtained the

fresh certificate of incorporation on 11th September, 2014.

4. The present authorized share capital of the petitioner/transferor

company is Rs.3,70,00,000/- divided into 37,00,000 equity shares of

Rs.10/- each. The issued, subscribed and paid-up share capital of the

company is Rs.3,68,50,000/- divided into 36,85,000 equity shares of

Rs.10/- each.

5. Copies of the Memorandum and Articles of Association of the

petitioner/transferor company and the transferee company have been

filed on record. The audited balance sheets, as on 31st March, 2014, of

petitioner/transferor company and the transferee company, along with the

report of the auditors, have also been filed.

6. 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 petitioner that the transferor company is a wholly owned subsidiary of

the transferee company. It is claimed that the proposed amalgamation

will result in establishment of a larger company with larger resources, a

larger capital base and a greater capacity to raise funds for expansion,

modernization and development of the businesses of the companies

concerned. It is further claimed that the Scheme will result in economies

of scale, reduction in overheads and other expenses, reduction in

administrative and procedure work, and better and more productive

utilization of various resources.

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

provides that the transferor company is a wholly owned subsidiary of the

transferee company, and the entire equity share capital of the transferor

company is held by the transferee company. Therefore, the transferee

company shall not be required to issue any shares to the shareholders of

the transferor company and the shares so held by the transferee

company shall stand cancelled.

8. It has been submitted by the petitioner that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 are pending against the

transferor and transferee companies.

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

in their separate meetings held on 2nd January, 2015 and 14th January,

2015 respectively 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.

10. The petitioner/transferor company had earlier filed CA (M) No.

56/2015 seeking directions of this court to dispense with the requirement

of convening the meetings of its equity shareholders, secured and

unsecured creditors, which are statutorily required for sanction of the

Scheme of Amalgamation. Vide order dated 14th May, 2015, this court

allowed the application and dispensed with the requirement of convening

and holding the meetings of the equity shareholders and unsecured

creditors of the petitioner/transferor company, there being no secured

creditor of the petitioner/transferor company, to consider and, if thought

fit, approve, with or without modification, the proposed Scheme of

Amalgamation. Vide the said order, this Court also dispensed with the

requirement of the filing a separate petition by the transferee company.

11. The petitioner/transferor company has thereafter filed the present

petition seeking sanction of the Scheme of Amalgamation. Vide order

dated 1st July, 2015, notice in the petition was directed to be issued to the

Regional Director, Northern Region, and the Official Liquidator. Citations

were also directed to be published in 'Statesman' (English) and 'Veer

Arjun' (Hindi) editions. Affidavit of service has been filed by the petitioner

showing compliance regarding service on the Official Liquidator and the

Regional Director, Northern Region and also regarding publication of

citations in the aforesaid newspapers on 20th October, 2015. Copies of

the newspaper clippings containing the publications have been filed

along with the said affidavit.

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

information from the petitioner company. Based on the information

received, the Official Liquidator has filed a report dated 23rd November,

2015 wherein he has stated that he has not received any complaint

against the proposed Scheme of Amalgamation 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 public interest, as

per second proviso of Section 394(1) of the Companies Act, 1956.

13. In response to the notices issued in the petition, Mr. A. K.

Chaturvedi, Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his report dated 26th November, 2015. Relying on Clause

9.1 of the Scheme, he has stated that, upon sanction of the 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 services. He has further submitted that in Clause

15.1.1 of the Scheme, it has been stated that upon the Scheme

becoming effective, the transferee company shall follow the method of

accounting as prescribed for Purchase Method under Accounting

Standard-14 as notified under Companies (Accounting Standards) Rules,

2006. He further submitted that in Clause 17.1 of the Scheme, it has

been stated that upon this scheme becoming effective, the transferor

company shall stand dissolved without the process of winding up.

14. No objection has been received to the Scheme of Amalgamation

from any other party. The petitioner company in the affidavit dated 24th

November, 2015 of Mr. Ravi Aggarwal, Director of the transferor

company, has submitted that the petitioner has not received any

objection pursuant to the citations published in the newspapers on 20th

October, 2015.

15. Considering the approval accorded by the equity shareholders and

creditors of the petitioner company to the proposed Scheme of

Amalgamation; and the affidavits filed by the Regional Director, Northern

Region, and the Official Liquidator not raising any objection to the

proposed Scheme of Amalgamation, there appears to be no impediment

to the grant of sanction to the Scheme of Amalgamation. Consequently,

sanction is hereby granted to the Scheme of Amalgamation under

Sections 391 and 394 of the Companies Act, 1956. The petitioner

company will comply with the statutory requirements in accordance with

law. Certified copy of this order be filed with the Registrar of Companies

within 30 days. It is also clarified that this order will not be construed as

an order granting exemption from payment of stamp duty as payable in

accordance with law. Upon the sanction becoming effective from the

appointed date of Amalgamation, i.e. 31st March, 2015, the transferor

company shall stand dissolved without undergoing the process of winding

up.

16. Learned counsel for the Official Liquidator prays that costs of at

least Rs.1,00,000/- should be paid by the petitioner keeping in view the

fact that the matter has involved examination of extensive records and

also prioritized hearings. Learned counsel for the petitioner company

states that the same is acceptable to him. As already directed vide order

dated 10.12.2015, the petitioner shall deposit a sum of Rs.1,00,000/- by

way of costs with the Common Pool Fund of the Official Liquidator.

17. The petition is allowed in the above terms.

Dasti.

SUDERSHAN KUMAR MISRA, J.

December 23, 2015