CP 430/2015

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IN THE HIGH COURT OF DELHI

COMPANY PETITION NO. 430/2015

Reserved on 8^th December, 2015

Date of pronouncement: 23^rd December, 2015

In the matter of

The Companies Act, 1956 & the Companies Act, 2013 (to the extent

applicable):

And

Petition under Sections 391 to 394 of the

Companies Act, 1956

Scheme of Amalgamation of:

LMS India Engineering Solutions Private Limited

Non-Petitioner/Transferor Company

WITH

Siemens Industry Software (India) Private Limited

Petitioner/Transferee Company

Through Mr. Sharad Vaid, Advocate for

the petitioners

Mr. Sanjay Bose, Dy. Registrar of

Companies for the Regional Director

Mr. Rajiv Bahl, Advocate for the

Official Liquidator

SUDERSHAN KUMAR MISRA, J.

1. This petition has been filed under Sections 391 to 394 of the

Companies Act, 1956 by the petitioner/transferee company seeking

sanction of the Scheme of Amalgamation of LMS India Engineering

Solutions Private Limited (hereinafter referred to as the transferor

company) with Siemens Industry Software (India) Private Limited

(hereinafter referred to as the petitioner/transferee company).

2015:DHC:10494

CP 430/2015

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2. The registered office of the petitioner/transferee company is

situated at New Delhi, within the jurisdiction of this court. However, the

registered office of the transferor company is situated at Chennai, Tamil

Nadu, outside the jurisdiction of this Court. Learned counsel for the

petitioner submits that a separate petition has been filed by the transferor

company in the court of competent jurisdiction seeking sanction of the

Scheme of Amalgamation in respect of the transferor company.

3. The petitioner/transferee company was originally incorporated

under the Companies Act, 1956 on 8^th June, 1998 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of SDRC India Private Limited. The company changed its name to

UGS India Private Limited and obtained the fresh certificate of

incorporation on 9^th January, 2006. The company again changed its

name to Siemens Product Lifecycle Management Software (India) Private

Limited and obtained the fresh certificate of incorporation on 8^th May,

2008. The company finally changed its name to Siemens Industry

Software (India) Private Limited and obtained the fresh certificate of

incorporation on 22^nd December, 2010.

4. The present authorized share capital of the petitioner/transferee

company is Rs.12,50,00,000/- divided into 1,25,00,000 equity shares of

Rs.10/- each. The issued, subscribed and paid-up share capital of the

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CP 430/2015

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company is Rs.12,10,64,020/- divided into 1,21,06,402 equity shares of

Rs.10/- each.

5. Copies of the Memorandum and Articles of Association of the

transferor and transferee companies have been filed on record with the

application, being CA(M) 99/2015, earlier filed by the petitioner. The

audited balance sheets, as on 31^st March, 2014, along with the reports of

the auditors, and the unaudited financial statements, as on 28^th February,

2015, of the transferor and transferee companies, had also been filed.

6. 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 petition and the accompanying affidavit. It is claimed by

the petitioner that the proposed amalgamation will result in rationalization

of Siemens group structure in India because the businesses of providing

test and mechatronic simulation software and product lifecycle

management software shall be combined in one legal entity, instead o