TMI Blog2017 (1) TMI 905X X X X Extracts X X X X X X X X Extracts X X X X ..... 8-1-2017 - MR SIDDHARTH MRIDUL J. Non-Petitioner/Transferee No.2 Company Through: Mr. Arun Bhardwaj, Sr. Advocate with Mr. Gyanendra Verma, Ms. Shikha Tandon and Ms. Saarapika Biswal, Advocates for petitioner. Mr. Rajiv Bahl, Advocate for OL Ms. Aparna Mudium, Assistant Registrar of Companies for Regional Director (NR) J U D G M E N T SIDDHARTH MRIDUL, J. 1. The present petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as Act ) by HCL Technologies Limited (hereinafter referred to as Petitioner/Transferee No.1 Company ), seeking sanction to the proposed scheme of Arrangement and Amalgamation (hereinafter referred to as proposed scheme ) between Geometric Limited (hereinafter referred to as Demerged/Transferor Company ); 3D PLM Software Solutions Limited (hereinafter referred to as Transferee No.2 Company ); and the Petitioner/Transferee No.1 Company. 2. The registered office of the Petitioner/Transferee No.1 Company is situated at New Delhi, within the jurisdiction of this Court. 3. The registered offices of the Demerged/Transferor Company and the Transferee No.2 Company are situat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... merged/Transferor Company and its merger into the Petitioner/Transferee No.1 Company; and (ii) amalgamation of the remaining undertaking (as defined in the proposed scheme) of the Demerged/Transferor Company, post demerger, with the Transferee No.2 Company. It is claimed that the proposed demerger will widen the market and expertise and the combined entity will be able to offer its customers a unique blend of services and solutions around PLM, engineering software, embedded software, mechanical engineering and geometry related technologies. 8. So far as the share exchange ratio is concerned, the proposed scheme provides that, upon coming into effect thereof, the Petitioner/Transferee No.1 Company shall issue and allot equity shares to the shareholders of the Demerged/Transferor Company, in accordance with the terms of the proposed scheme, in the following ratio: 10 equity shares of ₹ 2/- each of the Petitioner/Transferee No.1 Company, fully paid up, for every 43 equity shares of ₹ 2/- each held by the shareholders in the Demerged/Transferor Company. It has been further provided that the Transferee No.2 Company shall issue and allot shares to the shar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esent petition was directed to be issued to the Regional Director, Northern Region, Ministry of Corporate Affairs; and citations were directed to be published in the Delhi edition of the newspapers, namely, 'The Statesman' (English) and Veer Arjun (Hindi). Affidavit of publication, dated 28.07.2016, showing compliance regarding publication of citations in the aforesaid newspapers has been filed by the Petitioner/Transferee No.1 Company. Copies of the newspaper clippings, regarding publication carried out on 29.10.2016 have also been filed alongwith the said affidavit. 14. Pursuant to the issuance of notices in the present petition, the Regional Director, Northern Region, Ministry of Corporate Affairs has filed its affidavit dated 17.11.2016, stating that the office of the Regional Director has no objection to the sanction of the proposed scheme, subject to approval of Reserve Bank of India (RBI) to the proposed scheme. It has further been observed in the said affidavit dated 17.11.2016, that the National Stock Exchange of India Limited and Bombay Stock Exchange have conveyed their no objection to the proposed scheme subject to the Petitioner/Transferee No.1 Company c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or creditors of the Companies as may be directed by the relevant High Courts or any other competent authority, may be applicable. (e) The Scheme being sanctioned by the concerned High Court under Sections 391 to 394 of the Act. (f) The fulfilment, satisfaction or waiver (as the case may be) of the conditions precedent under the Framework Agreement by HL and GL, in accordance with the terms thereof. (g) Certified copy of the Order of the High Court sanctioning the Scheme being filed with the Registrars of Companies having jurisdiction over the Companies. 16. No objection has been received to the proposed scheme from any other party. The Petitioner/Transferee No.1 Company by way of affidavit dated 09.12.2016 has stated that no objection has been received to the proposed scheme pursuant to publication of citations in the newspapers on 02.06.2016. 17. I have considered the approval accorded by the members and creditors of the Petitioner/Transferee No.1 Company to the proposed scheme; and the affidavit filed by the Regional Director, Northern Region. In view thereof, and after perusing the entire material placed on record, sanction is hereby granted t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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