* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) Nos.1 & 2 of 2008 % DATED 04.01.2008 In the matter of the companies Act, 1956: And Application under Sections 391, 392, 394 of the Companies Act, 1956 Scheme of Amalgamation of: M/s Lambent Technologies Private Limited ..... Applicant/Transferor Company With M/s Globallogic India Private Limited ....... Applicant/Transferee Company Through : Mr.Suman Doval, Advocate VIPIN SANGHI, J. (ORAL) 1. These are applications by the applicants, M/s Lambent Technolgies Private Limited, transferor company and M/s Global Logic India Private Limited, transferee company under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as 'the Act' for short). The applicants are seeking amalgamation of M/s Lambent Technolgies Private Limited the transferor company with M/s Globallogic India Private Limited, transferee company. The Company Application (Main) 1 of 2008 has been filed by Lambent Technologies Pvt. Ltd. and Company Application (Main) 2 of 2008 has been filed by Globallogic India P. Ltd. CA(M) 1 & 2 of 2008 page 1 of 5 2. The registered offices of the transferor company and the transferee company are located at Delhi within the jurisdiction of this Court. 3. The Board of Directors of the transferor company has passed a resolution approving the scheme of amalgamation of the transferor and transferee company, a copy of which is filed. The Board of Directors of transferee company have also approved the scheme of amalgamation and the copy of the resolution is filed. 4. The transferor and transferee companies have filed their Memorandum and Articles of Association along with applications. Along with applications, the audited balance sheet of transferor company for the year ending 31.3.2007 and audited balance sheet of the transferee company for the year ending on 31.3.2007 have also been filed. 5. The applicants have also filed the scheme of amalgamation and the salient features of amalgamation are incorporated and detailed in the applications. 6. The applicants have stated that no proceedings under Sections 235 to 251 of the Act are pending against the transferor and transferee companies. 7. The transferor company was incorporated on 14.11.2000 and its authorised share capital is Rs.50.00 lakhs divided into fifty lakhs equity shares of Rs.1.00 each. The issued, subscribed and paid CA(M) 1 & 2 of 2008 page 2 of 5 up capital of the transferor company is Rs.39,70,151/- divided into 39,70,151 equity shares of Rs.1.00 each. 8. The transferor company has two shareholders and the consent of the shareholders to the scheme of amalgamation has been filed. 9. There is no secured creditor of the transferor company. The number of unsecured creditors of the transferor company is nine and their consent has also been filed by the applicants. 10. The transferee company was incorporated on 27.12.2000 and authorised capital of the transferee company is Rs.1.00 crore divided into ten lakh equity shares of Rs.10.00/- each. The issued, subscribed and paid up capital comprises of 99,704 equity shares of Rs.10.00 each. The number of equity shareholders of the transferee company is seven as on 30.11.2007. 11. The number of secured creditors of the transferee company are eight and consent of seven of these creditors has been filed by the applicants which constitute 99.70% in value and 87.5% in number. 12. The number of unsecured creditors of the transferee company is 40 out of which 35 have given their consent which has been filed by the applicants. These 35 unsecured creditors constitute 94.9% in value and 87.5% in number. CA(M) 1 & 2 of 2008 page 3 of 5 13. The share exchange ratio agreed is that the transferee company shall allot one equity share of Rs.10.00 each of the transferee company for every 53 fully paid up equity shares of the of Rs.1.00 each held by such members of transferor company. Learned counsel for the applicant states that report justifying share exchange ratio would be filed along with the second motion. 14. Since the consent to the scheme of amalgamation has been filed on behalf of the transferor company of all of its equity shareholders, and unsecured creditors and there are no secured creditors thereof, therefore, it is just and appropriate to dispense with convening the meeting of the equity shareholders, secured and unsecured creditors of the transferor company. Publication of citation for equity shareholders and secured and unsecured creditors is also dispensed with. 15. The consent of secured creditors and unsecured creditors to the aforesaid extent of the transferee company has also been filed by the applicants and, therefore, the convening of the meeting of the secured and unsecured creditors of the transferee company are in respect of the scheme of amalgamation is dispensed with. Since all the shareholders of the trasnferee company who are seven in number have already given their consent to the said scheme, their meeting is also dispensed with. Publication of citation for shareholders, secured and unsecured creditors of the transferee company is also dispensed with. CA(M) 1 & 2 of 2008 page 4 of 5 16. Applications are disposed of in terms of the aforesaid orders. VIPIN SANGHI, J. January 4, 2008 aj CA(M) 1 & 2 of 2008 page 5 of 5