In Re: Nous Enterprises Solutions Private Limited and Ors.

H. Billappa, J.—The petitioner companies in Company Petition Nos. 109/2015, 110/2015 and 111/2015 are transferor companies.

It is stated, the transferor company in Company petition No. 109/2015 was incorporated on 29.03.2000 under the name and style of "Medinous Health Systems Private Ltd." Subsequently, the name was changed as "Nous Enterprises Solutions Private Ltd." The registered office is situated at No. 1, 1st Main, 1st Block, Koramangala, Belgaluru-560034. It is dealing in the trading of computer software and information system.

The authorized capital of the Transferor-company in Company petition No. 109/2015 is Rs. 10,00,000/- divided into 1,00,000/- equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital is Rs. 1,00,000/- divided into 10,000/- equity shares of Rs. 10/- each fully paid up. The audited financial statement as on 31.3.2014 is as per annexure ''C'' in Company petition No. 109/2015.

The transferor company in Company Petition No. 110/2015 was incorporated on 18.08.2006 having its registered office at No. 1, 1st Main, 1st Block, Koramangala, Bengaluru-560034. It carries on business of providing remote support service including business process outsourcing and knowledge processing outsourcing etc.

The authorized share capital of the transferor company in Company petition No. 110/2015 is Rs. 1,00,000/-divided into 10,000/- equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital is Rs. 1,00,000/-divided into 10,000/- equity shares of Rs. 10/- each fully paid up. The audited financial statement as on 31.3.2014 is as per annexure ''C'' in Company petition No. 110/2015.

The transferor company in Company Petition No. 111/2015 was incorporated on 18.08.2006 having its registered office at No. 1, 1st Main, 1st Block, Koramangala, Bengaluru-560034. It carries on the business of software testing and validation service etc.

The authorized share capital of the transferor company in Company petition No. 111/2015 is Rs. 1,00,000/-divided into 10,000/- equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital is Rs. 1,00,000/-divided into 10,000/- equity shares of Rs. 10/- each fully paid up. The audited financial statement as on 31.3.2014 is as per annexure ''C'' in Company petition No. 111/2015.

It is stated, the transferee company was incorporated on 19.06.1996 having its registered office at No. 1, 1st Main, 1st Block, Koramangala, Bengaluru-560034. It is engaged in the business of dealing in computer software and information systems.

The authorized share capital of the transferee company is Rs. 5,00,00,000/- divided into 1,00,00,000/- equity shares of Rs. 5/- each. The issued, subscribed and paid-up share capital of the transferee company is Rs. 2,78,46,690/-divided into 55,69,338/- equity shares of Rs. 5/- each fully paid up. The audited financial statement as on 31.3.2014 is as per annexure ''E''.

It is stated, the Board of Directors of the transferee and transferor companies have approved and adopted the scheme of amalgamation at their respective board meetings held on 22.12.2014. The transferor companies are wholly owned subsidiaries of the transferee company. Pursuant to the scheme, no new shares are required to be issued by the transferee company to the members of the transferor company as the entire share capital of the transferor companies are held by the transferee company and its nominee. As the transferor companies are wholly owned subsidiaries of the transferee company, the transferee company has not filed any separate petition for sanctioning of the scheme.

It is stated, the transferor companies had filed Company Application Nos. 370/2015, 371/2015, 372/2015 respectively for dispensing with the holding of meeting of their share holders and creditors for approving the scheme of Arrangement and Amalgamation. Vide order dated 23.04.2015 the applications were allowed.

The present petitions were filed on 29.04.2015. Vide order dated 30.04.2015 notice was issued to the Regional Director and also the Official Liquidator. It was also directed to take out paper publication in ''Hindu'' English daily and ''Udayavani'' Kannada daily Newspapers on or before 14.05.2015 indicating the date of hearing as 11.06.2015. Accordingly, paper publication was taken on 09.05.2015.

It is stated, in O.L.R. No. 248/2015, by order dated 12.06.2015, Sri. N. Swaminathan, Chartered Accountant was appointed to verify the books and records of the transferor company in COP No. 111/2015. Based on the report of the Chartered Accountant, the Official liquidator has filed O.L.R. No. 314/2015 stating that the affairs of the transferor company in Company petition No. 111/2015 have not been conducted in a manner prejudicial to the interest of the share holders and creditors. The transferor company may be dissolved without winding up of the transferor company.

On behalf of the Regional Director, affidavit has been filed stating that notice dated 10.05.2015 was issued to the Income Tax Department and no comments/objections have been received so far. It is stated, the scheme has not provided for employees protection to the employees of the transferor company in Company petition No. 111/2015 in case of its merger with the transferee company.

The learned counsel for the Transferor companies submits that clause 4 of the scheme provides for protection of the employees of the transferor company in Company petition No. 111/2015. When the scheme becomes effective, the employees of the transferor company in Company petition No. 111/2015 will become the employees of the transferee company.

In the additional affidavit filed on behalf of the Registrar of the companies, it is stated that the Income Tax Department has requested time to send their comments/observations on the scheme.

The learned counsel for the Transferor companies submits that the scheme itself provides that any tax liability of the transferor companies shall be borne by the transferee company.

In the above circumstances, the scheme of Arrangement and Amalgamation as per Annexure-A can be sanctioned.

Accordingly the following order is passed;

"i) The scheme of Arrangement and Amalgamation as per Annexure-A is hereby sanctioned subject to compliance of all the requirements of law.

ii) The transferor company in Company petition No. 111/2015 stands dissolved without winding up and in terms of the scheme of Arrangement and Amalgamation.

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