THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.116 of 2011 (Dated : 20-08-2011) Between: Broadridge Financial Solutions (India) Private Limited …Petitioner/Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.116 of 2011 ORDER: This company application has been taken out by Broadridge Financial Solutions (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 17.01.2007 under the provisions of the Companies Act, 1956 under the name and style of “BSG Services India Private Limited”. The name of the company came to be changed to “Brodridge Financial Solutions (India) Private Limited. The authorized share capital of the Transferee Company as on 30.6.2010 was Rs.60,00,00,000 divided into 6,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company is Rs.49,48,41,700/- divided into 4,94,84,170 equity shares of Rs.10/- each. 2(b) The Transferee Company is engaged in the business of information technology/information technology enabled services. The objects of the Transferee Company are to undertake business as designers, engineers, manufacturers, buyers, sellers, inventers, importers, exporters, agents and dealers of all types of computer software including operating systems, higher level languages, new language systems, etcetera, more fully described in para (5) of the petition. 3. Newriver Software Services Private Limited (hereinafter referred to as the “Transferor Company”) was incorporated on 09.6.2006. The authorized share capital of the Transferor Company, as on 31st March 2010 was Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the Transferor Company is Rs.46,94,850/- divided into 4,69,485 equity shares of Rs.10/- each. The objects of the Transferor company are to engage in India or elsewhere in the business of software development, software engineering, product development, Information Technology (IT) Applications development, technical sales support and to design, assemble, import, export, supply etcetera, more fully described in para 10 of the petition. The reasons for the proposed scheme of amalgamation of the Transferor Company with the Transferee Company have been detailed in para (12) of the petition. 4. The Board of Directors of the Transferor and Transferee Companies in their respective meetings held on 7-4-2011 approved the scheme of amalgamation. 5. 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. 6. The Regional Director (South East Region), Ministry of Corporate Affairs, Hyderabad has placed on record his affidavit. It is stated in the affidavit that the Transferor Company is situated within the jurisdiction of High Court of Delhi and therefore, approval of the Delhi High Court is required to be obtained by the Transferor Company for the proposed scheme. 7. It is stated in para (26) of the petition that the Transferor Company would file a company petition before the High Court of Delhi seeking approval-seeking sanction to the scheme of amalgamation. 8. Heard learned counsel appearing for the petitioner; learned Assistant Solicitor General appearing for the Registrar of Companies. 9. There are neither secured creditors nor unsecured creditors in the Transferee Company. There are only two shareholders of the Transferee Company and they are Broadridge Netherlands B.V.II, Netherlands and Broadridge Netherlands, B.V.I, Netherlands. Both the shareholders have placed on record their affidavits giving their consent to the proposed scheme of Amalgamation. The meeting of the shareholders and unsecured creditors of the Transferee Company came to be dispensed with, vide order passed in C.A.No.607 of 2011, dated 10.6.2011. 10. 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. The Company Petition is allowed sanctioning the scheme of amalgamation, subject to the Transferor Company securing approval from the Delhi High Court. 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; and the petitioner company shall pay a sum of Rs.10,000/- (Rupees ten thousand only) to the Regional Director, South East 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