ASPL Software Developers Pvt. Ltd. v. VNS Software Developers Pvt. Ltd.

1. Today during the course of hearing, Mr. Nidhesh Gupta, learned senior counsel for petitioner-companies has handed over in C Court an affidavit of Mr. Tarun Gupta, Advocate confirming that neither he nor the petitioner-companies have received any objection from any party pursuant to the advertisements published in 'Financial Express' and 'Jansatta' on 25th July, 2011 in connection with the present Scheme of Arrangement. Co. Pet. 11212011 2011:DHC:7564 I

2. It is pertinent to mention that this petition has been filed under Sections 391 & 394 of the Companies Act, 1956 (for short 'Act') by the petitioner companies seeking sanction of the Scheme of Arrangement (for short 'Scheme') between MIs. ASPL Software Developers Private Limited; (hereinafter referred to as 'Transferor Company no. 1 '); M/s VNS Software Developers Private Limited (hereinafter referred to as 'Transferor Company. no. 2'); MIs.- Hacienda Infrastructure Private Limited (hereinafter referred to as 'Transferor Company no. 3') and MIs. Three C Infra Private Limited (hereinafter referred to as 'Transferee Company') (collectively as petitioner companies). The registered offices of the petitioner companies are situated at New Delhi, within the jurisdiction of this Court. The Transferor Company no. 1 was incorporated on 26th • September, 2008 under the provisions of the Act with the Registrar of Companies, NCT of Delhi & Haryana with the name and style as 'ASPL Software Developers Private Limited'. The Transferor Company no. 2 was incorporated on 17th July, 2007 under the provisions of the Act with the Registrar of Companies, Co. Pet. 11212011 - Uttar Pradesh with the name styled as 'VNS Software Developers Private Limited'., -, rd The Transferor Company no. 3 was incorporated on Li February, 2010 under the provisions of the Act with the Registrar of Companies, NCT of Delhi & Haryana with the name styled as 'Hacienda Infrastructure Private Limited'. The Transferee Company was incorporated on 201h July, 2009 • under the provisions of the Act with the Registrar of Companies, NCT of Delhi & Haryana in the name and style as 'Three C IT Sez Infra Private Limited'. The name of the company was changed to 'Three C Infra Private Limited' vide fresh certificate of incorporation issued by the Registrar of Companies. NCT of Delhi & Haryana on 2iid August,

2010. The present Authorized Share Capital of the Transferor • Company no. 1 is Z 1,000,000/- divided into 100,000 equity shares of the face value of T 10/- each. The present issued, subscribed and paid up share capital of the Transferor Company no. 1 is T 900,000 divided into 90,000 equity shares of Z 10/- each. Company no. 2 is T 1,000,000!- divided into 100,000 equity shares of the face value of Z 10!- each. The present issued, subscribed and paid up share capital of the Transferor Company no. 2 is 900,000!divided into 90,000 equity shares of Z 10!- each; Company no. 3 is T 1,000,000!- divided into 100,000 equity shares of • the face value of Z 10!- each. The presnt issued, subscribed and paid.up share capital of the Transferor Company, no. 3 is 900,000!- divided into 90,000 equity shares of Z 10/- each. The present Authorized Share Capital of the Transferee Company is Z 1,000,000!- divided into 100,000 equity shares of the face value of Z 10/- each. The present issued, subscribed and paid up share capital of the Transferee Company is T 100,000/- divided into • 10,000 equity shares of Z 10!- each. The copies of the Memorandum and Articles of Association of the petitioner companies have been filed on record. The audited balance sheets, as on 31 s' March 2010, of the petitioner companies have also been filed. Co Pet. 11212011. A copy of Scheme has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavits. So far as the exchange ratio is concerned, no shares will be issued to the shareholders of the Transferor Company Nos. 1, 2 and 3 by the Transferee Company since all the Transferor Companies are wholly owned subsidiaries of the Transferee Company. •

15. It has been submitted. by the petitioner companies that no proceedings under Sections 235 to 251 of the Act are pending against the petitioner companies The copies of the resolutions passed by the Board of Directors of the petitioner companies approving the Scheme have also been placed on record. The petitioner companies had earlier filed joint company • application CA (M) No. 20/20 11 seeking directions of this Court to dispense with the requirement of convening the meetings of the equity shareholders, secured creditors and unsecured creditors of the Petitioner Companies. Vide order dated 31St January, 2011, this Court allowed the applications and dispensed with the requirement of holding of meeting of equity shareholders and unsecured creditors of the Petitioner Companies. Further, the Petitioner Companies had no secured creditors.

18. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of arrangement. Vide order dated 7th March, 2011, the notices of the petition were directed to be issued to the Regional Director, Northern Region and the Official • Liquidator. Citations were also directed to be published in 'Financial Express' (English) and 'Jansatta' (Hindi) in terms of. the Companies (Court) Rules, 1959. Copy of petition was served on the Registrar of Companies. Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspaper • thAugust, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service.

19. Pursuant to the notices issued, the Official Liquidator sought information from the petitioner companies: Based on the information c received, the Official Liquidator has filed his report on 171h August, 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty interested in the Scheme in any manner and that the affairs of the Transferor Companies do not appear to have been conducted, in a manner prejudicial to the interest of its members, creditors or to public interest. •

20. In response to the notices issued in the petition, Mr. B. K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit on 91h August, 2011. Relying on Para 15.[1] of Part E of the Scheme, he has stated that, all the employees of all the Transferor Companies, shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by the Court. Further, • relying on the Para 8.[1] of Part C of the Scheme, he has stated that the Accounting Treatment provided in the Scheme is in accordance with Accounting Standard 14 issued by Institute of Chartered Accountants of India. As stated hereinabove, no objection has been received to the Scheme from any other party. Even today, during the course of hearing both Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for Regional Director, Northern Region and Mr. Rajiv Bahi, learned counsel for Official Liquidator have stated that they have no objection to the present petition being allowed. •

23. In view of the approval accorded by the shareholders and creditors of the petitioner companies; representationlreports filed by the Regional Director, Northern Region and the Official Liquidator attached with this Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. 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 Ile Companies be transferred to and 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 Companies 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 requirement which may be specifically required under any law. Learned senior counsel for the petitioners states that the petitioner companies would voluntarily deposit a sum of T 1,00,000/with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted. The Petition is allowed in the above terms. • \LJ. MANMOthtN,J AUGUST 239 2011 rn