THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.19 of 2010 (Dated: 26-03-2010) Between: VSOFT TECHNOLOGIES PRIVATE LIMITED Represented by its Director Mr.C.Satish Kumar …Petitioner/ TRANSFEREE COMPANY THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.19 of 2010 ORDER: This petition has been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction to the scheme of arrangement for Amalgamation of VSOFT TECHNOLOGIES PRIVATE LIMITED (hereinafter referred to as “Transferee Company”) with VSOFT INFOSOL PRIVATE LIMITED (hereinafter referred to as “Transferor Company”) with effect from 01.04.2009. 2. The Company Petition came to be admitted on 04.02.2010. The petitioner was directed to take out notice of hearing of this company petition by publishing the same in “Eenadu” telugu daily and “Times of India” English daily, Hyderabad editions, fixing the date of hearing as 04.03.2010. 3. Subsequently, the petitioner filed Company Application No.190 of 2010 seeking extension of time for carrying out publication. The said application came to be allowed on 12.3.2010 fixing the date of hearing as 25.3.2010. Accordingly, the petitioner carried out publication and filed proof of publication. 4. VSOFT TECHNOLOGIES PRIVATE LIMITED-Transferee Company was originally incorporated as VSOFT OFFSHORE PRIVATE LIMITED in the State of Andhra Pradesh, vide Certificate of Incorporation No.01-43342. Subsequently, the name of the transferee company was changed to VSOFT TECHNOLOGIES PRIVATE LIMITED. The main objects of the Transferee Company is to undertake and execute Business Process Outsourcing (BPO) contracts for clients in India and or abroad including off- shoring, out tasking and outsourcing etc. The objects are more fully described in Paragraph 4 of the petition. 5. The authorized share capital of the Transferee Company is Rs.50,00,000/- (Rupees fifty lakhs only) divided into 5,00,000 (Five lakh) equity shares of Rs.10/- (Rupees ten only) each. The issued, subscribed and paid up capital is Rs.21,00,000/- (Rupees Twenty one lakh only) divided into 2,10,000(Two Lakh Ten thousand ) equity shares of Rs.10/- (Rupees ten only) each. 6. VSOFT INFOSOL PRIVATE LIMITED-Transferor Company was originally incorporated as Team-Surge Enterprise Limited in the State of Andhra Pradesh, vide Certificate of Incorporation No.01-34964 issued by the Registrar of Companies, Andhra Pradesh, at Hyderabad on 21.7.2000. Subsequently, the Transferor Company was converted from limited to Private Limited Company and changed its name to VSOFT INFOSOL PRIVATE LIMITED. The main objects of the transferor company was to carry on the business of Software development and customization, package development and Customization, Networking, IT enabled services etc. The objects of the Transferor company are more fully described in paragraph 7(c) of the petition. 7. The authorized share capital of the Transferor Company is Rs.2,00,00,000/- (Rupees Two Crores only) divided into 20,00,000 (Twenty Lakh) Equity Shares of Rs.10/- (Rupees ten only) each. The issued, subscribed and paid up capital is Rs.5,00,000/- (Rupees Five Lakh only) divided into 50,000 (Fifty thousand) fully paid up Equity shares of Rs.10/- (Rupees Ten only) each. 8. The transferee company and transferor company are engaged in similar kind of business and the objects of amalgamation appears to achieve synergy in their operations by integrating their business, infrastructure and finances so as to attain profit in the long-term. The benefits arising out of the proposed merger have been detailed in paragraph 8 of the petition. The Board of Directors of the Transferee Company in the meeting held on 06.11.2009 resolved to approve the scheme of Amalgamation subject to the approval of the members of the Board as well as the directions of this Court. 9. The Registrar of Companies filed common affidavit in Company Petition Nos.18 and 19 of 2010 reporting no objection for considering the proposed scheme of amalgamation. Paragraph 3 of the affidavit need to be noted and it reads as hereunder: “ That it is humbly submitted that the Regional Director, Ministry of Corporate Affairs, Chennai being the competent authority on behalf of the Central Government had examined the scheme carefully with reference to the material papers made available to him and upon such examination, it was decided not to make any objection against the scheme of Amalgamation and to leave the matter to be decided by the Hon’ble High Court on merits.” 10. The official Liquidator filed report bearing No.671 of 2010 in Company Petition No.18 of 2010 relatable to Transferor company. 11. This Court, by order dated 30.12.2009 passed in Company Application No.2055 of 2009 dispensed with meeting of the shareholders. 12. No objection has been received from any quarter opposing the proposed scheme of amalgamation of the transferee company with the transferor company. 13. Heard learned counsel appearing for the petitioner and perused the material brought on record. 14. From the material 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. The proposed scheme of amalgamation does not effect the employees of the Transferee Company in any manner and they would continue to enjoy the same benefits as they used to before the proposed amalgamation. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed, since all the requisite statutory compliances have been fulfilled. 15. The parties to the scheme of amalgamation 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; and Transferee Company shall pay a sum of Rs.3,000/- (Rupees three thousand only) to the Regional Director, Department of Company Affairs, Southern Region, Chennai towards the costs of this petition. The Transferee company do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from this date. 16. The Company Petition is accordingly allowed. ______________________ B.SESHASAYANA REDDY, J Dt.26-03-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition No.19 of 2010 (Dated: 26-03-2010)