Delhi High Court
Logical Apps Solutions Private ... vs .... on 19 July, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 66/2016
Reserved on 2nd May, 2016
Date of pronouncement: 19th July, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Logical Apps Solutions Private Limited
Applicant/Transferor Company No. 1
AmberPoint Technology India Private Limited
Applicant/Transferor Company No. 2
Sunday Bazar Internet Sales Private Limited
Applicant/Transferor Company No. 3
People Soft India Private Limited
Applicant/Transferor Company No. 4
J D Edwards Software India Private Limited
Applicant/Transferor Company No. 5
Fatwire Software India Private Limited
Applicant/Transferor Company No. 6
Fidelio India Private Limited
Applicant/Transferor Company No. 7
Sophoi Technologies Private Limited
Applicant/Transferor Company No. 8
BitzerMobile India Private Limited
Applicant/Transferor Company No. 9
GoldenGate Technologies South Asia Private Limited
Applicant/Transferor Company No. 10
Phase Forward Software Services India Private Limited
Applicant/Transferor Company No. 11
Profitlogic Software Private Limited
Applicant/Transferor Company No. 12
CA (M) 66/2016 Page 1 of 21
Relsys (India) Private Limited
Applicant/Transferor Company No. 13
Siebel Systems Software (India) Private Limited
Applicant/Transferor Company No. 14
WITH
Oracle India Private Limited
Applicant/Transferee Company
Through Mr. Abhinav Vashisht, Sr.
Advocate with Mr. Dheeraj Nair,
Mr.Raghav Sabharwal, Mr. Kunal
Chaturvedi, Ms. Sonal Gupta and D.
Aggarwal, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 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 Logical Apps Solutions Private Limited (hereinafter
referred to as the transferor company no. 1); AmberPoint Technology
India Private Limited (hereinafter referred to as the transferor company
no. 2); Sunday Bazar Internet Sales Private Limited (hereinafter referred
to as the transferor company no. 3); People Soft India Private Limited
(hereinafter referred to as the transferor company no. 4); J D Edwards
Software India Private Limited (hereinafter referred to as the transferor
company no. 5); Fatwire Software India Private Limited (hereinafter
referred to as the transferor company no. 6); Fidelio India Private Limited
(hereinafter referred to as the transferor company no. 7); Sophoi
Technologies Private Limited (hereinafter referred to as the transferor
company no. 8); BitzerMobile India Private Limited (hereinafter referred
to as the transferor company no. 9); GoldenGate Technologies South
Asia Private Limited (hereinafter referred to as the transferor company
no. 10); Phase Forward Software Services India Private Limited
(hereinafter referred to as the transferor company no. 11); Profitlogic
Software Private Limited (hereinafter referred to as the transferor
company no. 12); Relsys (India) Private Limited (hereinafter referred to
as the transferor company no. 13) and Siebel Systems Software (India)
Private Limited (hereinafter referred to as the transferor company no. 14)
with Oracle 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 no. 1 was incorporated under the
Companies Act, 1956 on 26th May, 2006 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 28th January, 2005 with the Registrar of
Companies, Pune. The company shifted its registered office from the
state of Maharashtra to the State of Karnataka and obtained a certificate
in this regard from the Registrar of Companies, Karnataka on 30th March,
2011. Thereafter, the company shifted its registered office from the State
of Karnataka to Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 30th March, 2000 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the
Companies Act, 1956 on 30th July, 1999 with the Registrar of
Companies, Maharashtra at Mumbai. The company shifted its registered
office from the State of Maharashtra to the State of Karnataka and
obtained a certificate in this regard from the Registrar of Companies,
Karnataka on 19th April, 2011. Thereafter, the company shifted its
registered office from the State of Karnataka to Delhi.
7. The transferor company no. 5 was incorporated under the
Companies Act, 1956 on 15th March, 2002 with the Registrar of
Companies, Maharashtra at Mumbai. The company shifted its registered
office from the State of Maharashtra to the State of Karnataka and
obtained a certificate in this regard from the Registrar of Companies,
Karnataka on 20th September, 2011. Thereafter, the company shifted its
registered office from the State of Karnataka to Delhi.
8. The transferor company no. 6 was incorporated under the
Companies Act, 1956 on 27th July, 2010 with the Registrar of
Companies, Andhra Pradesh at Hyderabad. Thereafter, the company
shifted its registered office from the State of Telangana to the NCT of
Delhi.
9. The transferor company no. 7 was incorporated under the
Companies Act, 1956 on 13th July, 1994 with the Registrar of
Companies, Karnataka at Bangalore. Thereafter, the company shifted its
registered office from the State of Karnataka to the NCT of Delhi and
obtained a certificate in this regard from the Registrar of Companies,
NCT of Delhi & Haryana at New Delhi on 15th September, 2008.
10. The transferor company no. 8 was incorporated under the
Companies Act, 1956 on 24th November, 2004 with the Registrar of
Companies, Pune. The company shifted its registered office from the
state of Maharashtra to the State of Karnataka and obtained a certificate
in this regard from the Registrar of Companies, Karnataka on 30th March,
2011. Thereafter, the company shifted its registered office from the State
of Karnataka to Delhi.
11. The transferor company no. 9 was originally incorporated under
the Companies Act, 1956 on 9th August, 2011 with the Registrar of
Companies, Karnataka at Bangalore under the name and style of Friktori
Software Private Limited. The company changed its name to
BitzerMobile India Private Limited. Thereafter, the company shifted its
registered office from the State of Karnataka to Delhi.
12. The transferor company no. 10 was incorporated under the
Companies Act, 1956 on 22nd October, 2007 with the Registrar of
Companies, Maharashtra at Mumbai. The company shifted its registered
office from the State of Maharashtra to the State of Karnataka and
obtained a certificate in this regard from the Registrar of Companies,
Karnataka on 1st April, 2011. Thereafter, the company shifted its
registered office from the State of Karnataka to Delhi.
13. The transferor company no. 11 was incorporated under the
Companies Act, 1956 on 27th November, 2007 with the Registrar of
Companies, Andhra Pradesh. The company shifted its registered office
from the State of Andhra Pradesh to the State of Karnataka and obtained
a certificate in this regard from the Registrar of Companies, Karnataka on
20th September, 2011. Thereafter, the company shifted its registered
office from the State of Karnataka to Delhi.
14. The transferor company no. 12 was incorporated under the
Companies Act, 1956 on 11th August, 2004 with the Registrar of
Companies, Tamil Nadu at Chennai. Thereafter, the company shifted its
registered office from the State of Tamil Nadu to Delhi.
15. The transferor company no. 13 was incorporated under the
Companies Act, 1956 on 28th August, 1998 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
16. The transferor company no. 14 was incorporated under the
Companies Act, 1956 on 10th September, 2003 with the Registrar of
Companies Karnataka at Bangalore. Thereafter, the company shifted its
registered office from the State of Karnataka to Delhi.
17. The transferee company was originally incorporated under the
Companies Act, 1956 on 18th January, 1993 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Oracle Software India Private Limited. The word 'Private' has
been deleted from the name of the company w.e.f. 01.07.1996. The word
'Private' has again been added to the name of the company w.e.f.
12.10.2001. Thereafter, the company changed its name to Oracle India
Private Limited and obtained the fresh certificate of incorporation on 30th
October, 2001.
18. The present authorized share capital of the transferor company
no.1 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.4,05,300/- divided into 40,530 equity shares of Rs.10/- each.
19. The present authorized share capital of the transferor company
no.2 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
20. The present authorized share capital of the transferor company
no.3 is Rs.10,76,63,410/- divided into 1,07,66,341 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.10,76,63,410/- divided into 1,07,66,341 equity shares of
Rs.10/- each.
21. The present authorized share capital of the transferor company
no.4 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.45,00,000/- divided into 4,50,000 equity shares of Rs.10/- each.
22. The present authorized share capital of the transferor company
no.5 is Rs.2,00,00,000/- divided into 20,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.98,34,090/- divided into 9,83,409 equity shares of Rs.10/- each.
23. The present authorized share capital of the transferor company
no.6 is Rs.10,00,000/- divided into 1,00,000 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.
24. The present authorized share capital of the transferor company
no.7 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.47,00,000/- divided into 4,70,000 equity shares of Rs.10/- each.
25. The present authorized share capital of the transferor company
no.8 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.
26. The present authorized share capital of the transferor company
no.9 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.
27. The present authorized share capital of the transferor company
no.10 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.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
28. The present authorized share capital of the transferor company
no.11 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each.
29. The present authorized share capital of the transferor company
no.12 is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.9,40,000/- divided into 94,000 equity shares of Rs.10/- each.
30. The present authorized share capital of the transferor company
no.13 is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.50,02,620/- divided into 5,00,262 equity shares of Rs.10/- each.
31. The present authorized share capital of the transferor company
no.14 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.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
32. The present authorized share capital of the transferee company is
Rs.8,05,00,000/- divided into 80,50,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,12,57,430/- divided into 11,25,743 equity shares of Rs.10/- each.
33. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheets, as on 31st March, 2015, of the transferor and
transferee companies, along with the report of the auditors, have also
been filed.
34. 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
that the proposed scheme will lead to better administration and reduction
in costs from more focused operational efforts, rationalization,
standardization and simplification of business and compliance processes.
It is further claimed that the proposed Scheme will lead to rationalization
of administrative process, provide flexibility in the overall organizational
structure of transferee company's operations thus enabling it to achieve
operational and management efficiency etc.
35. 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 fully paid up of the transferee
company for every 813 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 1."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 1,191 equity shares of Rs.10/- each fully
paid up held in the transferor company no. 2."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 1,452 equity shares of Rs.10/- each fully
paid up held in the transferor company no. 3."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 86 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 4."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 2,148 equity shares of Rs.10/- each fully
paid up held in the transferor company no. 5."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 90 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 6."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 10 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 7."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 121 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 8."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 46 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 9."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 357 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 11."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 3,858 equity shares of Rs.10/- each fully
paid up held in the transferor company no. 12."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 140 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 13."
"01 equity share of Rs.10/- each fully paid up of the transferee
company for every 19 equity shares of Rs.10/- each fully paid
up held in the transferor company no. 14."
It has been further provided that since the transferor company
no.10 is a wholly owned subsidiary of the transferee company, no shares
will be allotted by the transferee company to the shareholders of the
transferor company no. 10.
36. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or the applicable
provisions of the Companies Act, 2013 are pending against the applicant
companies.
37. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 17th March, 2016 and the Board of
Directors of the transferor company no. 7 in their meeting held on 12th
April, 2016 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.
38. The transferor company no. 1 has 02 equity shareholders. Both the
equity shareholders 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 of the transferor company no. 1 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured and unsecured
creditor of the transferor company no. 1, as on 17th March, 2016.
39. The transferor company no. 2 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
no. 2 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 no. 2, as on 17th March, 2016.
40. The transferor company no. 3 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
no. 3 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 no. 3, as on 17th March, 2016.
41. The transferor company no. 4 has 02 equity shareholders and 06
unsecured creditors. Both the equity shareholders and all 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 no. 4 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 no. 4, as on 17th March, 2016.
42. The transferor company no. 5 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor 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 creditor of the transferor company no. 5 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 no. 5, as on 17th March, 2016.
43. The transferor company no. 6 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
no. 6 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 no. 6, as on 17th March, 2016.
44. The transferor company no. 7 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor 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 creditor of the transferor company no. 7 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 no. 7, as on 17th March, 2016.
45. The transferor company no. 8 has 02 equity shareholders. Both the
equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 8 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 8, as on 17th March, 2016.
46. The transferor company no. 9 has 02 equity shareholders. Both the
equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 9 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 9, as on 17th March, 2016.
47. The transferor company no. 10 has 02 equity shareholders. Both
the equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 10 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 10, as on 17th March, 2016.
48. The transferor company no. 11 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
no. 11 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 no. 11, as on 17th
March, 2016.
49. The transferor company no. 12 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor 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 creditor of the transferor company no. 12 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 no. 12, as on 17th March,
2016.
50. The transferor company no. 13 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the sole unsecured
creditor 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 creditor of the transferor company no. 13 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 no. 13, as on 17th March,
2016.
51. The transferor company no. 14 has 02 equity shareholders. Both
the equity shareholders 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 meeting of the
equity shareholders of the transferor company no. 14 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 14, as on 17th March, 2016.
52. The transferee company has 03 equity shareholders and 290
unsecured creditors. All the equity shareholders and 73 out of 290
unsecured creditors, being 25.17% in number and 99.56% in value, 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 14th April, 2016.
53. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
July 19, 2016
