Full Judgment Text
* IN THE HIGH COURT OF DELHI AT NEW DELHI
COMPANY JURISDICTION
+ CP Nos.30 & 31 of 2008
% DATED 20.03.2008
In the matter of
The Companies Act, 1956:
Scheme of Amalgamation of:
M/s Lambent Technologies Pvt. Ltd. ...Applicant/Transferor
Company
with
M/s Global Logic India Pvt. Ltd. ....Applicant/Transferee
Company
Through : Ms. Suman Doval, Advocate
for the petitioner
Mr. R.D. Kashyap, Deputy
R.O.C for Regional Director
Ms. Manisha Tyagi, Counsel For
the OL.
VIPIN SANGHI, J. (ORAL)
1.These are the joint petitions under Sections 391-394 of the
Companies Act, 1956 seeking sanction of the Scheme of Amalgamation
of M/s Lambent Technologies Pvt. Ltd. (Applicant/Transferor company)
with M/s Global Logic India Pvt. Ltd. (Applicant/Transferee company).
2.The Applicant/Transferor company was incorporated on 14.11.2000.
The applicant/Transferee company was incorporated on 27.12.2000.
CP Nos.30 & 31 of 2008 Page 1 of 5
3. The registered office of both the Applicant companies are situated at
207, Gupta Arcade, Plot No. 5, L.S.C. Mayur Vihar, Phase-I Extension,
New Delhi – 110091 , thus , within the jurisdiction of this Court.
4.The authorized share capital of the Applicant/Transferor company is
Rs.50 lacs divided into 50 lac equity shares of Rs. 1/- each. The issued,
subscribed and paid up equity share capital of the Applicant/Transferor
company is Rs.39,70,151/- divided into 39,70,151 equity shares of Rs.
1/- each.
5.The authorized share capital of the Applicant/Transferee company is
Rs. 1 crores divided into 10 lacs equity shares of Rs. 10/- each. The
issued , subscribed and paid up Share Capital of Applicant/Transferee
company is Rs.9,97,040/- divided into 99,704 Equity Shares of Rs.10/-
each.
6.The petitioner companies had filed Company Applications (M) Nos.
1&2/2008 which was allowed by order dated 4.01.2008. As all the
equity shareholders, unsecured and secured creditors of both the
applicant companies had given their consents, thus by the aforesaid
order, the requirement of conducting all the statutory meetings of
Equity Shareholders, Secured and Unsecured creditors of both the
Applicant companies, for the purpose of considering and, if thought fit,
approving the said Scheme of Amalgamation was dispensed with.
7.Vide order dated 1.02.2008, citations were directed to be published
in “The Statesman” (English edition) and “Jansatta” (Hindi edition), in
terms of Companies (Court) Rules, 1959. An affidavit dated 26.02.2008
has been filed by one Mr. Jaspal Singh Rawat , the authorized signatory
of the petitioner companies about the publication of the citations in
“The Statesman” (English edition) and “Jansatta” (Hindi edition), on
18.2.2008. The said publication containing the said citations have also
been produced along with the affidavit.
8.Notices were issued to the OL and the Regional Director (Northern
Region) vide order dated 1.02.2008. Pursuant to the notice issued to
the O.L., a report dated 15.03.2008 has been filed by the Official
Liquidator. The Official Liquidator states that he sought information
from the petitioner company vide its letter no. OL/TECH/AMAL/119
dated 14.02.2008, upon which he states that the requisite information
was furnished by the Petitioner Companies.
9.The OL states that he has considered the accounts of Petitioner
st
companies as on 31 March 2007. The OL in its report has stated that
he has not received any complaint against the Scheme of
Amalgamation from any person/parties interested in the scheme in any
manner whatsoever, and on the basis of information submitted by the
petitioner companies. Thus it is inferred by him that the affairs of the
petitioner companies do not appear to have been conducted in a
CP Nos.30 & 31 of 2008 Page 3 of 5
manner prejudicial to the interest of the members, creditors, or public
and in accordance with the provisions of Section 394(1) of the
Companies Act, 1956.
10.The report has also been filed by Shri Dhan Raj, Regional Director
(R.D.) (Northern Region) by an affidavit, dated 10.03.2008. The only
observation made by the R.D is with regard to the compliance by the
petitioner companies with the Accounting Standard-14. The petitioner
have filed an undertaking by way of an affidavit of one Mr. Mukul Jain ,
authorized representative of the petitioner companies, stating that
Petitioner companies undertake to comply with the requirements as
laid down under Accounting Standard-14.
11.There is no other legal impediment to sanction of the Scheme of
Amalgamation which is annexed to the petition. 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 copies of this order be filed with the Registrar of
Companies within five weeks. It is also clarified that this order will not
be construed as an order granting exemption from payment of stamp
duty that is payable in accordance to law. Upon sanction becoming
st
effective from the appointed date of amalgamation, that is 1 April
2007, the Transferor company stands dissolved without being wound
up. The O.L. shall be paid expenses amounting to Rs.10,000/- within
two weeks, to be deposited in the Common Pool Fund.
12.The petitions are disposed of in terms of the above order.
VIPIN SANGHI
MARCH 20, 2008 JUDGE
aj
CP Nos.30 & 31 of 2008 Page 5 of 5
COMPANY JURISDICTION
+ CP Nos.30 & 31 of 2008
% DATED 20.03.2008
In the matter of
The Companies Act, 1956:
Scheme of Amalgamation of:
M/s Lambent Technologies Pvt. Ltd. ...Applicant/Transferor
Company
with
M/s Global Logic India Pvt. Ltd. ....Applicant/Transferee
Company
Through : Ms. Suman Doval, Advocate
for the petitioner
Mr. R.D. Kashyap, Deputy
R.O.C for Regional Director
Ms. Manisha Tyagi, Counsel For
the OL.
VIPIN SANGHI, J. (ORAL)
1.These are the joint petitions under Sections 391-394 of the
Companies Act, 1956 seeking sanction of the Scheme of Amalgamation
of M/s Lambent Technologies Pvt. Ltd. (Applicant/Transferor company)
with M/s Global Logic India Pvt. Ltd. (Applicant/Transferee company).
2.The Applicant/Transferor company was incorporated on 14.11.2000.
The applicant/Transferee company was incorporated on 27.12.2000.
CP Nos.30 & 31 of 2008 Page 1 of 5
3. The registered office of both the Applicant companies are situated at
207, Gupta Arcade, Plot No. 5, L.S.C. Mayur Vihar, Phase-I Extension,
New Delhi – 110091 , thus , within the jurisdiction of this Court.
4.The authorized share capital of the Applicant/Transferor company is
Rs.50 lacs divided into 50 lac equity shares of Rs. 1/- each. The issued,
subscribed and paid up equity share capital of the Applicant/Transferor
company is Rs.39,70,151/- divided into 39,70,151 equity shares of Rs.
1/- each.
5.The authorized share capital of the Applicant/Transferee company is
Rs. 1 crores divided into 10 lacs equity shares of Rs. 10/- each. The
issued , subscribed and paid up Share Capital of Applicant/Transferee
company is Rs.9,97,040/- divided into 99,704 Equity Shares of Rs.10/-
each.
6.The petitioner companies had filed Company Applications (M) Nos.
1&2/2008 which was allowed by order dated 4.01.2008. As all the
equity shareholders, unsecured and secured creditors of both the
applicant companies had given their consents, thus by the aforesaid
order, the requirement of conducting all the statutory meetings of
Equity Shareholders, Secured and Unsecured creditors of both the
Applicant companies, for the purpose of considering and, if thought fit,
approving the said Scheme of Amalgamation was dispensed with.
7.Vide order dated 1.02.2008, citations were directed to be published
in “The Statesman” (English edition) and “Jansatta” (Hindi edition), in
terms of Companies (Court) Rules, 1959. An affidavit dated 26.02.2008
has been filed by one Mr. Jaspal Singh Rawat , the authorized signatory
of the petitioner companies about the publication of the citations in
“The Statesman” (English edition) and “Jansatta” (Hindi edition), on
18.2.2008. The said publication containing the said citations have also
been produced along with the affidavit.
8.Notices were issued to the OL and the Regional Director (Northern
Region) vide order dated 1.02.2008. Pursuant to the notice issued to
the O.L., a report dated 15.03.2008 has been filed by the Official
Liquidator. The Official Liquidator states that he sought information
from the petitioner company vide its letter no. OL/TECH/AMAL/119
dated 14.02.2008, upon which he states that the requisite information
was furnished by the Petitioner Companies.
9.The OL states that he has considered the accounts of Petitioner
st
companies as on 31 March 2007. The OL in its report has stated that
he has not received any complaint against the Scheme of
Amalgamation from any person/parties interested in the scheme in any
manner whatsoever, and on the basis of information submitted by the
petitioner companies. Thus it is inferred by him that the affairs of the
petitioner companies do not appear to have been conducted in a
CP Nos.30 & 31 of 2008 Page 3 of 5
manner prejudicial to the interest of the members, creditors, or public
and in accordance with the provisions of Section 394(1) of the
Companies Act, 1956.
10.The report has also been filed by Shri Dhan Raj, Regional Director
(R.D.) (Northern Region) by an affidavit, dated 10.03.2008. The only
observation made by the R.D is with regard to the compliance by the
petitioner companies with the Accounting Standard-14. The petitioner
have filed an undertaking by way of an affidavit of one Mr. Mukul Jain ,
authorized representative of the petitioner companies, stating that
Petitioner companies undertake to comply with the requirements as
laid down under Accounting Standard-14.
11.There is no other legal impediment to sanction of the Scheme of
Amalgamation which is annexed to the petition. 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 copies of this order be filed with the Registrar of
Companies within five weeks. It is also clarified that this order will not
be construed as an order granting exemption from payment of stamp
duty that is payable in accordance to law. Upon sanction becoming
st
effective from the appointed date of amalgamation, that is 1 April
2007, the Transferor company stands dissolved without being wound
up. The O.L. shall be paid expenses amounting to Rs.10,000/- within
two weeks, to be deposited in the Common Pool Fund.
12.The petitions are disposed of in terms of the above order.
VIPIN SANGHI
MARCH 20, 2008 JUDGE
aj
CP Nos.30 & 31 of 2008 Page 5 of 5