Ntt Data Optimal India Delivery ... vs ...
2015 Latest Caselaw 4173 Del

                  IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 93/2015

                                          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

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

Scheme of Amalgamation of:

NTT Data Optimal India Delivery Services Private Limited
                                    Non-Applicant/Transferor Company
     WITH

NTT Data Global Delivery Services Private Limited
                                         Applicant/Transferee Company

                               Through    Mr.     Mukesh          Sukhija,
                               Advocate for the applicants

SUDERSHAN KUMAR MISRA, J.

1. This Application has been filed under Section 391(1) of the

Companies Act, 1956, by the applicant/transferee company seeking

directions of this court to dispense with the requirement of convening the

meetings of its equity shareholders, secured and unsecured creditors to

consider and approve with or without modification, the proposed Scheme

of Amalgamation of NTT Data Optimal India Delivery Services Private

Limited (hereinafter referred to as the transferor company) with NTT Data

Global Delivery Services Private Limited (hereinafter referred to as the

applicant/transferee company) .

2. The registered office of the applicant/transferee company is

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

registered office of the transferor company is situated at Karnataka,

outside the jurisdiction of this Court. Learned counsel for the applicant

submits that a separate application will be filed by the transferor

company before the court of competent jurisdiction for sanction of

Scheme of Amalgamation in respect of the transferor company.

3. The applicant/transferee company was originally incorporated

under the Companies Act, 1956 on 19th July, 1989 with the Registrar of

Companies, Andhra Pradesh at Hyderabad under the name and style of

Sriven Computer Solutions Private Limited. The word 'Private' was

deleted from the name of the company w.e.f. 01.07.1997. The company

changed its name to Metamor Global Solutions Limited and obtained the

fresh certificate of incorporation on 30th September, 1997. Thereafter, the

company shifted its registered office from the State of Andhra Pradesh to

Delhi and obtained a certificate in this regard from the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi on 30th April, 1998.

The company again changed its name to PSINet Consulting Solutions

(India) Limited and obtained the fresh certificate of incorporation on 22nd

November, 2000. The company again changed its name to Signaltree

Solutions (India) Limited and obtained the fresh certificate of

incorporation on 29th March 2001. The company once again changed its

name to Keane India Limited and obtained the fresh certificate of

incorporation on 21st March, 2002. The company again changed its name

to NTT Data Global Delivery Services Limited and obtained the fresh

certificate of incorporation on 27th January 2012. The company finally

changed its name to NTT Data Global Delivery Services Private Limited

and obtained the fresh certificate of incorporation on 23rd February, 2015.

4. The present authorized share capital of the applicant/transferee

company is Rs.25,95,00,000/- divided into 2,59,50,000 equity shares of

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

company is Rs.22,62,390/- divided into 2,26,239 equity shares of Rs.10/-

each. In addition, due to non-payment of call monies, the

applicant/transferee company in the past forfeited its certain partly paid

shares and the amount received by the applicant/transferee company on

such forfeited shares is Rs.45,000/-. Accordingly, the present total paid-

up share capital of the applicant/transferee company including the

amount of the forfeited shares is Rs.23,07,390/-.

5. A copy of the Memorandum and Articles of Association of the

applicant/transferee company has been filed on record. The audited

balance sheet, as on 31st March, 2014, of the applicant/transferee

company, along with the report of the auditors, has 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 application and the accompanying affidavit. It is claimed

by the applicants 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.

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

provides that, upon coming into effect of this Scheme, the

applicant/transferee company shall issue and allot equity shares to the

shareholders of the transferor company in the following ratio:-

"01 equity share of Rs.10/- each of the transferee company for every 3390 equity shares of Rs.10/- each held in the transferor company."

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

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

applicant/transferee company.

9. The Board of Directors of the applicant/transferee company in their

meeting held on 24th March, 2015 has unanimously approved the

proposed Scheme of Amalgamation. A copy of the resolution passed at

the meeting of the Board of Directors of the applicant/transferee

company has been placed on record.

10. The applicant/ transferee company has 05 equity shareholders and

02 secured creditors. All the equity shareholders and both the secured

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 secured creditors of the applicant/transferee company

to consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Amalgamation is dispensed with. There is no

unsecured creditor of the applicant/transferee company as on 31st March

2015.

11. The Application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

May 25, 2015