THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.115 of 2011 (Dated : 20-08-2011) Between: BA Continuum India Private Limited …Petitioner/Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.115 of 2011 ORDER: This company application has been taken out by BA Continuum India Private Limited (hereinafter referred to as the Transferee Company) under Sections 391 to 394 of the Companies Act, 1956 read with Rule 79 of the Companies (Court) Rules, 1959 seeking sanction to the scheme of amalgamation. 2(a). The Transferee company was incorporated on 10.10.2003 under the provisions of the Companies Act, 1956 under the name and style of “Continuum Solutions Private Limited”. The name of the company came to be changed to “BA Continuum Solutions Private Limited” on 9.11.2005 and subsequently, the name of the Transferee Company came to be changed to “BA Continuum India Private Limited” on 15.09.2010. The authorized share capital of the Transferee Company as on 01.4.2009 was Rs.82,75,00,000 divided into 8,27,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company is Rs.67,01,48,770/- divided into 6,70,14,770 equity shares of Rs.10/- each. 2(b) The objects of the Transferee Company are to carry on business of electronic data processing, information technology enable services, technology services and business support services of all description in connection with any industry, manufactures, assembles, buyers, sellers, exporters, importers, developers, designers and dealers in all types of computer software and hardware, peripherals or accessories, more fully described in para 5 of the petition. 3(a). Merrill Lynch (India) Technology Services Private Limited (hereinafter referred to as the “Transferor Company”) was incorporated on 5.11.2004 under the Companies Act, 1956. The registered office of the Transferor company is situated at Unit 501, A Wing Prism Towers, Mindspace, Malad (W), Mumbai-400064. The authorized share capital of the Transferor Company as on 01.4.2009 was Rs.10,00,00,000 divided into 1,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferor Company is Rs.5,76,00,000 divided into 57,60,000 equity shares of Rs.10/- each. 3(b) The objects of the Transferor Company are to carry on business, knowledge and technology process outsourcing services and support function and all activities thereto in any industry and areas including in the areas of financial services and back office operations such as account establishment and affirmation for flow products market and credit risk management etcetera , more fully described in para (11) of the petition. 4. Both the Transferee and Transferor companies are part of the same group and are engaged in similar business. The object of the scheme of amalgamation is to consolidate the two entities and streamlining the operations. The objects of the amalgamation are more fully detailed in para (12) of the petition. 5. The Board of Directors of the transferor and transferee Companies in their respective meetings held on 27.04.2011 approved the proposed scheme of amalgamation. The transferee Company has only two shareholders and both of them have placed on record their sworn affidavits. There are no creditors to the Transferee Company except the lessee, i.e., GE Money Financial Services Limited. The meeting of the shareholders as well as the creditors of the Transferee Company came to be dispensed with; as per the orders of this Court dated 10.6.2011 passed in Company Application No.606 of 2011. 6. The Company Petition came to be admitted on 04.7.2011. The petitioner was directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Chennai, the Registrar of Companies, Andhra Pradesh, Hyderabad. The petitioner was also directed to take out publication in THE NEW INDIAN EXPRESS (English daily) and ANDHRA JYOTHI (Telegu daily) of Hyderabad Editions. The petitioner accordingly took out publications and filed copies of the same as proof of compliance of the directions. 7. The Regional Director (South East Region), Ministry of Corporate Affairs, Hyderabad has placed on record his affidavit. It is stated in para 11 of the affidavit that the scheme of amalgamation is not prejudicial to the interest of the unsecured creditors etcetera. Para (11) of the affidavit reads as hereunder:- “In Clause 17 of the Scheme it is averred that all unsecured creditors are sundry in nature and they are in the course of day to day business of the petitioner company; the scheme of Amalgamation is not prejudicial to the interest of the unsecured creditors; the latest audited accounts as on 31-3- 2010 indicate that the petitioner company is in a solvent position and has sufficient assets to meet its liabilities as and when they arise; no compromise is proposed with the unsecured creditors and Scheme is not prejudicial to them. Hence, this Hon’ble Court in its order dated 20-06-2011 in Company Application No.606/2011 was pleased to order dispensing with creditors meeting”. The Regional Joint Director has stated in the affidavit that no complaints are received against the Transferee Company and its Directors. 8. No objections have been received as on this day opposing the proposed scheme of amalgamation. The petitioner Company had complied with all the statutory requirements. 9. Heard learned counsel appearing for the petitioner; learned Assistant Solicitor General appearing for the Registrar of Companies. 10. It is stated in the petition that the Transferor Company has to file company petition before the High Court of Bombay for obtaining sanction to the scheme of amalgamation. From the material placed on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the scheme. 11. Since all the requisite statutory compliances have been fulfilled, the Company Petition is allowed sanctioning the scheme of amalgamation, subject to the Transferor Company securing approval from the High Court of Bombay. The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation. The petitioner company shall pay a sum of Rs.10,000/- (Rupees ten thousand only) to the Regional Director, South Eastern Region, Hyderabad towards the costs. The petitioner Company do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date. 12. Accordingly, the Company Petition is allowed. ______________________ B.SESHASAYANA REDDY, J. Date: 20th August 2011. *RAR