Logical Apps Solutions Private Limited & Ors. v. Oracle India Private Limited

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

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. 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.

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.

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. 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