Gl Software Limited vs ...
2015 Latest Caselaw 4170 Del

                    IN THE HIGH COURT OF DELHI
                   COMPANY PETITION NO. 608/2014
                                             Reserved on 19th May, 2015
                                  Date of pronouncement: 25th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And

Petition under Sections 391(1), 393 & 394 of
the Companies Act, 1956
Scheme of Amalgamation of:
GL Software Limited
                                       Petitioner/Transferor Company No. 1
IP Unity Communications Limited
                                       Petitioner/Transferor Company No. 2
      WITH
GlobalLogic India Limited
                                             Petitioner/Transferee Company
                                 Through Mr. Shankh Sengupta and
                                 Ms.Srishti Jain, Advocates for the
                                 petitioners
SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Sections 391(1), 393 & 394

of the Companies Act, 1956 by the petitioner companies seeking

sanction of the Scheme of Amalgamation of GL Software Limited

(hereinafter referred to as the transferor company no. 1) and IP Unity

Communications Limited (hereinafter referred to as the transferor

company no. 2) with GlobalLogic India 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 no. 1 was originally incorporated under the

Companies Act, 1956 on 3rd September, 2003 with the Registrar of

Companies, Karnataka at Bangalore under the name and style of

Sylantro Software India Private Limited. The company changed its name

to GL Software Private Limited and obtained the fresh certificate of

incorporation on 21st January, 2010. Thereafter, the company shifted its

registered office from the State of Karnataka to Delhi and obtained a

certificate in this regard from the Registrar of Companies, NCT of Delhi &

Haryana at New Delhi on 9th September, 2013. The company again

changed its name to GL Software Limited and obtained the fresh

certificate of incorporation on 22nd November, 2013.

4. The transferor company no. 2 was originally incorporated under the

Companies Act, 1956 on 12th July, 2004 with the Registrar of Companies,

Karnataka at Bangalore under the name and style of IP Unity

Communications Private Limited. Thereafter, the company shifted its

registered office from the State of Karnataka to Delhi and obtained a

certificate in this regard from the Registrar of Companies, NCT of Delhi &

Haryana at New Delhi on 4th September, 2013. The company again

changed its name to IP Unity Communications Limited and obtained the

fresh certificate of incorporation on 22nd November, 2013.

5. The transferee company was originally incorporated under the

Companies Act, 1956 on 27th December, 2000 with the Registrar of

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

style of EBProvider India Private Limited. The company changed its

name to IndusLogic India Private Limited and obtained the fresh

certificate of incorporation on 7th May, 2003. The company again

changed its name to GlobalLogic India Private Limited and obtained the

fresh certificate of incorporation on 3rd October, 2006. The company

finally changed its name to GlobalLogic India Limited and obtained the

fresh certificate of incorporation on 22nd November, 2013.

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

is Rs.23,58,550/- divided into 2,35,855 equity shares of Rs.10/- each.

7. The present authorized share capital of the transferor company

no.2 is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.

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

Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each.

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

Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.

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

Rs.17,46,170/- divided into 1,74,617 equity shares of Rs.10/- each.

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

transferor and transferee companies have been filed on record with the

joint application, being CA(M) 130/2014, earlier filed by the petitioners.

The audited balance sheets, as on 31st March, 2013, of the transferor

and transferee companies, along with the report of the auditors, had also

been filed.

10. 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 that

by the proposed amalgamation benefit of consolidation of financial

resources, managerial, technical and marketing expertise of the

transferor companies and the transferee company shall be available to

the amalgamated entity. It is further claimed that the proposed

amalgamation would result in enhanced potential for increase in

revenues and profits for the amalgamated entity and its shareholders.

11. 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 companies in the following ratio:

"01 equity share of Rs.10/- each of the transferee company fully paid up for every 93 equity shares of Rs.10/- each held in the transferor company no. 1."

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

12. It has been submitted by the petitioners that no proceedings under

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

transferor and transferee companies.

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

in their separate meetings held on 1st August, 2014 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.

14. The petitioner companies had earlier filed CA (M) No. 130/2014

seeking directions of this court to dispense with the requirement of

convening the meetings of their equity shareholders, secured and

unsecured creditors, which are statutorily required for sanction of the

Scheme of Amalgamation. Vide order dated 17th September, 2014, this

court allowed the application and dispensed with the requirement of

convening and holding the meetings of the equity shareholders of the

transferor and transferee companies, there being no secured or

unsecured creditors of the petitioner companies, to consider and, if

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

of Amalgamation.

15. The petitioner companies have thereafter filed the present petition

seeking sanction of the Scheme of Amalgamation. Vide order dated 1st

October, 2014, 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 'Business Standard' (English) and

(Hindi) editions. Affidavit of service has been filed by the petitioners

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 30th October, 2014. Copies of

the newspaper clippings containing the publications have been filed

along with the said affidavit.

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

information from the petitioner companies. Based on the information

received, the Official Liquidator has filed a report dated 8th December,

2014 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 companies do not appear to have been conducted in a manner

prejudicial to the interest of their members, creditors or public interest, as

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

17. 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 5th December, 2014. Relying on Clause

5 of Part-III of the Scheme, he has stated that, upon sanction of the

Scheme of Amalgamation, all the employees of the transferor companies

shall become the employees of the transferee company without any

break or interruption in their services. He has further submitted that in

Clause 9 of Part-III of the Scheme, it has been stated that the transferee

company shall account for the amalgamation in its books as per „pooling

of interest method‟ prescribed under the provisions of Accounting

Standard-14, issued by Institute of Chartered Accountants of India. He

further submitted that in Clause 11 of Part-III of the Scheme, it has been

stated that upon this scheme becoming effective, the transferor company

nos. 1 & 2 shall stand dissolved without the process of winding up.

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

from any other party. The petitioner companies, in the affidavit dated 22nd

April, 2015 of Mr. Ranji Srivastava, authorized signatory of the petitioner

companies, have submitted that neither the petitioner companies nor

their counsel have received any objection pursuant to the citations

published in the newspapers on 30th October, 2014.

19. Considering the approval accorded by the equity shareholders of

the petitioner companies 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 companies 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. 1st April, 2014, the transferor companies no. 1 & 2

shall stand dissolved without undergoing the process of winding up.

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

least Rs.3.0 lakhs should be paid by the petitioners keeping in view the

fact that the matter has involved examination of extensive records and

also prioritized hearings. Learned counsel for the petitioner companies

states that the same is acceptable to him. Looking to the circumstances,

the petitioner shall deposit a sum of Rs.3.0 lakhs by way of costs with the

Common Pool Fund of the Official Liquidator within two weeks.

21. The petition is allowed in the above terms.

Dasti.

SUDERSHAN KUMAR MISRA, J.

May 25, 2015