In Re: Altran Technologies India Private Limited

H. Billappa, J.—The petitioner in COP No. 98/2015 is the transferor company. The petitioner in COP No. 97/2015 is the transferee company.

It is stated, the transferor company was incorporated under the name and style of Vignani Technologies Private Limited'' at Bengaluru. Thereafter, the name was changed into ''Altran Solutions India Private Limited''. The registered office of the transferor company is at No. 93/A, 4th B Cross, 5th block, Industrial Area, Koramangala, Bengaluru, Karnataka. It is engaged in the business of manufacturing and trading of digital designs embedded systems of hardware and software.

The authorized share capital of the transferor company as on 31.03.2014 is Rs. 1,19,28,571/- divided into 1,19,28,571 equity shares of Rs. 1/- each, 616 series A equity shares of Rs. 1 each, and Rs. 61,70,813/- redeemable optionally convertible cumulative series A preferred shares of Rs. 1 each. The issued, subscribed and paid-up share capital is Rs. 1,05,51,428/- divided into 1,05,51,528/- equity shares of Rs. 1/- each.

It is stated, the transferor company has consolidated its share capital as on 03.02.2015 and altered the share capital. The authorized share capital is Rs. 1,19,29,190/- divided into 11,92,919/- equity shares of Rs. 10/- each, 6,17,081 redeemable optionally convertible cumulative series of Rs. 10/- each. The issued subscribed and paid up capital is Rs. 1,05,51,430/-divided into 10,55,143 equity shares of Rs. 10/- each.

The transferee company was incorporated under the name and style of ''Arthur D. Little India Consultancy'' having its registered office situated at Maharashtra. Thereafter, the name of the company was changed as ''Altran Technologies India''. The registered office of the company was transferred to Delhi. Thereafter, the name of the transferee company was changed into ''Altran Technologies India Private Limited''. Subsequently, the registered office of the Transferee company was transferred to Karnataka. It is at Block No. 9B, Second Floor, Pritech Park SEZ, Bellandur Village, Varthur Hobli, Bengaluru.

The transferee company is engaged in the business of consultants and advisors in all sectors of industries, trade, business and commerce. The authorized share capital of the transferee company as on 31.03.2014 is Rs. 15,00,00,000/- divided into 1,50,00,000/- equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of the transferee company is Rs. 12,80,92,110/- divided into 1,28,09,211 equity shares of Rs. 10/- each. Subsequent to 31.03.2014, there was allotment of 12,18,700/- equity shares of Rs. 10/- each on 07.10.2014 and the revised issued, subscribed and paid up capital is Rs. 14,02,79,110/-divided into 1,40,27,911 equity shares of Rs. 10/- each.

It is stated, the Board of Directors of transferor company have passed the resolution dated 04.02.2015 approving the scheme of amalgamation. Vide order dated 09.04.2015 passed in C.A. No. 325/2015 convening of meeting of equity share holders, secured creditors and unsecured creditors was dispensed with.

The petition was filed on 22.04.2015. Paper advertisement was taken in ''New Indian Express'' English Daily and ''Kannada Prabha'' Kannada Daily calling for objections, if any. No one has raised any objection so far.

It is stated, the Board of Directors of transferee company have passed a resolution dated 10.02.2015 approving the scheme of amalgamation. Vide order dated 09.04.2015 passed in C.A. No. 324/2015 convening of the meeting of equity share holders, secured creditors and unsecured creditors was dispensed with.

Thereafter, the petition was filed. The paper advertisement was taken in the ''Indian Express'' English Daily and ''Kannada Prabha'' Kannada Daily news papers calling for objections, if any. No one has raised objections so far.

In COP No. 98/2015, notice was issued to the Official Liquidator and the Regional Director. On behalf of the Regional Director, affidavit has been filed stating that notice dated 13.05.2015 was issued to the Income Tax Department and no comments/objections have been received. Further clause 3.9.1 of the scheme provides for amendment/alteration of the object clause. Therefore, the transferee company has to file ''E'' Form No. MGT-14 with the Registrar of the companies.

The transferee company has filed affidavit stating that the company undertakes to file ''E'' form No. MGT 14 with the Registrar of Companies on the scheme of amalgamation being sanctioned by this Court.

It is stated, vide order dated 19.06.2015 Sri. N. Swamynathan, Chartered Accountant was appointed to verify the books of accounts of the transferor company. The Official Liquidator has filed OLR No. 322/2015 based on the report of the chartered accountant stating that transferor company may be dissolved without winding up of the transferor company.

The learned counsel for the transferee company submitted that the company undertakes to file ''E'' Form No. MGT-14 with the registrar of the companies on the scheme being sanctioned by this Court.

In the above circumstances, the scheme for amalgamation as per Annexure-A can be sanctioned.

Accordingly, the following order is passed:

"i) The company petitions are allowed as prayed.

ii) The scheme of amalgamation as per Annexure-A is hereby sanctioned subject to the compliance of all the requirements of law.

iii) The transferor company stands dissolved without winding up and in terms of the scheme of amalgamation.

iv) The transferor and transferee companies shall file copy of this order with the Registrar of the Companies, Karnataka within 30 days from the date of receipt of a copy of this order."