CP 380/2015

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IN THE HIGH COURT OF DELHI

COMPANY PETITION NO. 380/2015

Reserved on 10^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, 392 & 394 of the

Companies Act, 1956

Scheme of Amalgamation of:

Signatureglobal Resources Private Limited

Petitioner/Transferor Company

WITH

Signatureglobal (India) Private Limited

Non-Petitioner/Transferee Company

Through

Mr.

Rishi

Sood

and

Mr.Ashutosh Gupta, Advocates 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, 392 & 394 of the

Companies Act, 1956 by the petitioner/transferor company seeking

sanction of the Scheme of Amalgamation of Signatureglobal Resources

Private Limited (hereinafter referred to as the petitioner/transferor

company) with Signatureglobal (India) Private Limited (hereinafter

referred to as the transferee company).

CP 380/2015

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2. The registered offices of the petitioner/transferor company and the

transferee company are situated at New Delhi, within the jurisdiction of

this Court.

3. The petitioner/transferor company was originally incorporated

under the Companies Act, 1956 on 15^th February, 1995 with the

Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the

name and style of Zee Dataline Private Limited. The company changed

its name to Signatureglobal Resources Private Limited and obtained the

fresh certificate of incorporation on 11^th September, 2014.

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

company is Rs.3,70,00,000/- divided into 37,00,000 equity shares of

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

company is Rs.3,68,50,000/- divided into 36,85,000 equity shares of

Rs.10/- each.

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

petitioner/transferor company and the transferee company have been

filed on record. The audited balance sheets, as on 31^st March, 2014, of

petitioner/transferor company and the transferee company, along with the

report of the auditors, have also been filed.

CP 380/2015

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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 submitted by

the petitioner that the transferor company is a wholly owned subsidiary of

the transferee company. It is claimed that the proposed amalgamation

will result in establishment of a larger company with larger resources, a

larger capital base and a greater capacity to raise funds for expansion,

modernization and development of the businesses of the companies

concerned. It is further claimed that the Scheme will result in economies

of scale, reduction in overheads and other expenses, reduction in

administrative and procedure work, and better and more productive

utilization of various resources.

7. So far as the share exchange ratio is concerned, the Scheme

provides that the transferor company is a wholly owned subsidiary of the

transferee company, and the entire equity share capital of the transferor

company is held by the transferee company. Therefore, the transferee

company shall not be required to issue any shares to the shareholders of

the transferor company and the shares so held by the transferee

company shall stand cancelled.

CP 380/2015