The court's decision was influenced by the approval of shareholders and creditors, as well as the absence of objections from the Regional Director, Northern Region, regarding the proposed Scheme of Arrangement.

SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Sections 391(2) and 394 read with Sections 100 to 103 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959 by the petitioner companies seeking sanction of the Scheme of Arrangement between Bright Lifecare Private Limited (hereinafter referred to as the demerged company) and 1MG Technologies Private Limited (hereinafter referred to as the resulting company).

2. The registered offices of the demerged and resulting companies are situated at New Delhi, within the jurisdiction of this Court.

3. The demerged company was incorporated under the Companies Act, 1956 on 30th April, 2011 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The resulting company was incorporated under the Companies Act, 2013 on 20th April, 2015 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The present authorized share capital of the demerged company is Rs.2,07,07,14,591/- divided into 2,99,050 equity shares of Rs.1/- each aggregating to Rs.2,99,050/-; 200 series A equity shares of Rs.1/- each aggregating to Rs.200/-; 750 series B equity shares of Rs.1/- each aggregating to Rs.750/-; 84,706 series A compulsorily convertible preference shares of Rs.1/- each aggregating to Rs.84,706/-; 36,51,71,360 series B compulsorily convertible preference shares of Rs.1/- each aggregating to Rs.36,51,71,360/-; 1,79,344 series C compulsorily convertible preference shares of Rs.3997.90/- each aggregating to Rs.71,69,99,377.60/-; 1,13,140 series D compulsorily convertible preference shares of Rs.7664.4857/- each aggregating to Rs.86,71,59,912.10/- and 15,787 series D1 compulsorily convertible preference shares of Rs.7664.4857/- each aggregating to Rs.12,09,99,235.75/-. The issued, subscribed and paid up capital of the company is Rs.2,07,05,09,051.99/- divided into 1,16,524 equity shares of Rs.1/- each aggregating to Rs.1,16,524/-; 200 series A equity shares of Rs.1/- each aggregating to Rs.200/-; 750 series B equity shares of Rs.1/- each aggregating to Rs.750/-; 84,706 series A compulsorily convertible preference shares of Rs.1/- each aggregating to Rs.84,706/-; 36,51,71,340 series B compulsorily convertible preference shares of Rs.1/- each aggregating to Rs.36,51,71,340/-; 1,79,344 series C compulsorily convertible preference shares of Rs.3997.90/- each aggregating to Rs.71,69,99,377.60/-; 1,13,137 series D compulsorily convertible preference shares of Rs.7664.4857/- each aggregating to Rs.86,71,36,918.64/- and 15,787 series D1 compulsorily convertible preference shares of Rs.7664.4857/- each aggregating to Rs.12,09,99,235.75/-.

6. The present authorized share capital of the resulting company is Rs.30,01,00,000/- divided into 30,01,00,000 equity shares of Rs.1/- each. The issued, subscribed and paid up capital of the company is Rs.30,01,00,000/- divided into 30,01,00,000 equity shares of Rs.1/- each.

7. Copies of the Memorandum and Articles of Association of the demerged and resulting companies have been filed on record with the joint application, being CA(M) 136/2015, earlier filed by the petitioners.. The audited balance sheet, as on 31st March, 2014, of the demerged company, along with the report of the auditors, and the un-audited provisional balance sheet, as on 31st May, 2015, of the resulting company had also been filed.

8. A copy of the Scheme of Arrangement has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavits. It is submitted by the petitioners that the Scheme of Arrangement, inter-alia, provides for merger of the Health-Kart-Plus Business of the demerged company into the resulting company. It is further submitted that the present demerger is being undertaken to segregate the Health-Kart-Plus Business of the demerged company from its Bright Business since the two segments have distinct nature of operations a