Zeebo Intereactive Studios India Private Limited (Transferor Company) vs Lakshya Digital Private Limited (Transferee Company)

Indermeet Kaur, J.

1.This petition has been filed under Sections 391 & 394 of the Companies Act, 1956 (for short the ?Act?) by the Transferor Company and Transferee Company seeking sanction of a Scheme of Amalgamation by Zeebo Interactive Studios India Private Limited with Lakshya Digital Private Limited. The registered offices of the Transferor Company and Transferee Company are situated at New Delhi, within the jurisdiction of this Court.

Details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, issued, subscribed and paid up capital have been given in the petition.

Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31.03.2011 of the Transferee Company and for the year ended 31.12.2011 for the Transferor Company have also been placed on record.

Copies of the Resolutions passed by the Board of Directors of the petitioner companies approving the Scheme of Amalgamation are also on record.

It has been submitted that no proceedings under Sections 235 to 251 of the Act are pending against the petitioner companies.

So far as the share exchange ratio for amalgamation is concerned, clause 5 of the Scheme provides that since the Transferor Company is a wholly-owned subsidiary of the Transferee Company, all the Equity Shares held by the Transferee Company and its nominees in the Transferor Company shall be cancelled and extinguished.

Accordingly, there will be no issue and allotment of Equity Shares of the Transferee Company to the shareholders of the Transferor Company upon the Scheme becoming effective.

The petitioner companies had earlier filed CA (M) No.48 seeking directions of this Court for dispensation of meetings of equity shareholders and secured creditors. Vide order dated 16.03.2012, this Court allowed the application and dispensed with the requirement of convening meetings of equity shareholders and secured creditors of the transferor Company and the transferee Company. None of these companies had any unsecured creditors.

The transferor Company and the transferee Company have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 28.03.2012, notice of this petition was directed to be issued to the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi & Haryana and the Official Liquidator.

Citations were also directed to be published in ?Indian Express? (English) and ?Veer Arjun? (Hindi). Affidavit of service and publication has been filed by the petitioners showing compliance regarding service of the petition on the Regional Director (Northern Region), Registrar of Companies, NCT of Delhi & Haryana and the Official Liquidator and also regarding publication of citations in the aforesaid newspapers on 23.04.2012. Copies of the newspaper cuttings, in original, containing the publications have been filed along with the affidavit of service.

Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed his report dated 22.06.2012 wherein he has stated that he has not received any complaint against the proposed Scheme 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 to public interest.

Mr. B.K. Bnasal, learned Regional Director, Northern Region, Ministry of Corporate Affairs has also filed his affidavit dated 20.06.2012. Relying on Clause 9.1 of Part III of the Scheme of Amalgamation, he has stated that, upon the sanction of this 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 service. Para No. 5 of the affidavit of Regional Director shows:

there is no mention whether the Petitioner Companies have complied with the Accounting Standard-14 issued by the Institute of Chartered Accountants of India.

In response of the abovesaid observation, the petitioner has filed an affidavit of Mr. Amit Sudan dated 30.06.2012, wherein the petitioner has given an undertaking to comply with the Accounting Treatment as prescribed under Accounting Standard ? 14 issued by the Institute of Chartered Accountants of India. In view of the abovesaid undertaking, objection raised by the Regional Director no longer survives.

No objection has been received to the Scheme of Amalgamation from any other party, Mr. Amit Sudan (authorized signatory of the petitioner companies) has also in this affidavit dated 30.06.2012 confirmed that neither the petitioner companies nor their Legal Counsel has received any objection pursuant to the citations published in the newspapers.

In view of the approval accorded by the Shareholders and Creditors of the petitioner companies: representation/reports filed by the Regional Director (northern Region) and the Official Liquidator (attached with this Court) to the proposed scheme of amalgamation, there appears to be no impediment to the grant of sanction to this scheme of amalgamation. Consequently, sanction is hereby granted to the scheme of amalgamation under Sections 391 and 394 of the Act. The petitioner companies will comply with the statutory requirements in accordance with law. In terms of the provisions of Sections 391 and 394 of the Act, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company are transferred, shall vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. It is however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other department which may be specifically required under any law. The Transferor Company will stand dissolved without following the procedure of winding up.

The petition is allowed in the above terms. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same.

At this stage, learned counsel for the petitioners states that the petitioner companies would voluntarily deposit a sum of Rs. 1,00,000/-(One Lakh only) in the Common Pool fund of the Official Liquidator to meet the expenses within three weeks from today. This statement is accepted. Order dasti.