I IN TIIE HIGH COURT OP KARNATAKA AT BANGALORE DAT TIIS ThE 1 DAY OF DEMBER.. 2010 BEFORE T1E HON’BLE JUSTIHN NAGAMOHAN DAS COP,No10412010 CIW COP .No.1O5/2010 COPNo104t201O BEIWEEN: M[NDTREE WIRELESS PRIVA LID., A COMPANY INCORPORATED UNDER ThE PROVISIONS OF ThE COMPANIES ACT, 1956 ANT) HAVING ITS REGISTERED OFFICE AT GLOBAL VILLAGE, RVCE POST, MYSORE ROAD, BANGALORE - 560 059. 1RANSFEROR COMPANY . PETITIONER (By Sri. MIS TATVA LEGAL, ADV) NIL RESPONDENT (By Sri KSMAHADEVAN & V.JAYARAM ADVS, FOR OL SRI. M,V.S. NAIDU ADV. FORR.Oq ‘7 THIS COMPANY PE’IflTON IS FILEI) UNDER SECITONS 391 TO 394 OF THE COMPANIES ACE, 1956 PRAYING TO SANCffiON THE SC1EME OF AMALGAMATION ANNEXURE.A IN THE PETITION, SO AS TO BE BINDING ON ALL SHAREHOLDERS AND CREDITORS OF THE PETITIONER COMPANY AND 1RANSFER cQMPANY. cOPNoi052Qi BETWEEN: MINDThEE LIM[TED COMPANY INCORPORATED UNDER THE PROVISIONS OF THE COMPANIES ACr, 1956 AND HAVING ITS REGISTERED OFHC AT GLOBAL VILLAGE. RVCE POST, MYSORE ROAD, BANGALORE - 560 059, KARNATAKA, R. BY ITS HEAD LEGAL & COMPANY SEC.ETARY ‘tRANSFEREE COMPANY .PETITIONER (By Sri TATVA LEGAL ADV.) AND: NIL RESPONDENT (By Sri K.S.MAHADEVAN V.JAYARAM ADVS., FOR OL SRI. MVS. NAIDU ADV. FORROC) THIS COMPANY PETITION IS FILED UNDER. 391 TO 394 OF TIIE COMPANS ACT, 1956 PRAYING TO SANCflON 7- 4. 3 THE SC{EME OF AMALGAMATION ANNEXtJRE-A IN THE PETf1ION SO AS TO BE BINDING ON ALL SHAROLDERS AND CREDITORS OP ThE PETIT!ONERJTRANSPEREE COMPANY AND ThE TRANSFEROR COMPANY. THESE COMPANY PEtITIONS ARE COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING, ORDER Petitioner in CoP.NoiO4/2010 is the Transferor Company. The petitioner in CoP. No105/2010 is the Transferee Company. In thea two company petitions they have prayed for sanction of Soheme ofAmalgamation as per Annexure A. 2. The Transferor — Company was incorporated on 2362003 as a Private Limited Company under the name and etyle of Kyocera (India) Private Limited as per the provisions of the Companies Act, 1956, Subsequently the name of Kyocera (India) Private Limited was changed to MindTree Wwele Private Limited as per the Freth Certificate ofIncoiporation issued consequent to the change of name on December 1, 2009. The regiacred office of the Transferor - Company is situated at Global Village, RV Po Mysore Road, Bangalore 560 Q5. The authorised are capital of the Transferor Company is RL5O,00,000/- divided into 5O0,O00 This page sjëvied replaced vide (‘ourt orders on being spoken to di 31.7.13 equity shares of Rs.l0/- each and the issued, subscribed and paid-up share capital of the Transferor Company is Rs.4,12,500/- equity shares of Rs. 10/- each fully paidup. 3. The main objects of the Transferor — Company is to carry on the business of software development, production, sub contracting and experts; systems engineering services and training and morefully described in the Memorandum and Articles of Association as at Annexure B to the petition. The latest audited balance sheet of the Transferor Company made up to 3 1.03.2009 is produced as Annexure-C. 4. This Court vide order dated 03.03.2010 in C.A. No. 83/2010 dispensed with the convening of the meeting of shareholders and secured creditor and directed to hold the meeting of the unsecured creditors on 20.04.2010 of the transferor company. Accordingly, the Chairman appointed for the meeting has conducted the meeting and filed his report. 5. The Transferee Company was incorporated on 5.8.1999 as a Private Limited Company under the name and style of MindTree Consulting Private Limited in the State of Karnataka. Subsequently the MindTree Consulting Private Limited ceased to be a private company and became a public company and the name was changed to Mind Tree Consulting Limited on November 6, 2006. 5 w Thic pttg i retyped & replaced vide court o1rs on being spoken to di. 31.7.13 Further the name of the Transferee Company was changed to MindTree Limited as on March 28, 2008. The main objects is to carry on the business of software development, production, sub contracting and experts; systems engineering service & training and etc., and morefully described in the Memorandum and Articles of Association produced at Annexure-B. 6. The registered office of the Transferee— Company is situated at Global Village, RVCE Post, Mysore Road, Bangalore — 560 059. The authorised share capital of the Transferee Company is Rs.796,200,000/- divided into 3,93,32,208 equity shares of Rs. 10/ each. Issued, subscribed and paid-up. The latest Balance Sheet of the Transferee — Company as on 31.3.2009 is produced at Annexure C. 7. This Court vide order dated 03.03.2010 in C.A. No. 84/2010 dispensed with the meeting of secured creditors as there are no secured creditors and directed to hold the meeting of the shareholders and unsecured creditors on 20.04.20 10 of the transferee company. Accordingly, the Chairman appointed for the meeting has conducted the meeting and filed his report.” 8. The Board of Directors of the Transferor and Transferee companies have approved and adopted the proposed Scheme of Amalgamation in their respective meetings held on 6 22.L1O10 and 21.1.2010 reect1veIy by virtue of which the Traneror company is proposed to be merged with the Tranaferee - company. 9. This Court vide fts order dated 17.62010 directed to take out notice to the Regional Director in reect oftransferee company and to the Regional Director and Official Liquidator hi retect of Transferor company and further directed to take out advertisements of the petitions in ThE Indian ExpresV Englidi daily and KANNADA PR.ABHA Kannada daily in Bangalore editions fixing the date ofhearing as 2812010. 10. Pursuant to the direction iied by this court, learned counsel for the petitioners has filed the copies ofthe TI HINDU and ‘KANNADA PRABHA’ newapers both dated 112010 along with memo for having taken out the advertisements. 11, Pursuant to the notice ied to the Regional Dircctor the Regidrar of Companies Bangalore has filed an affidavit dated 179 2010 on behalf of the Regional Director stating that the petitioner! transferee conipany is a listed company mid hence may be advised to follow AS44 as per latest SEBI circular. 12. The Ocia1 Liquidator had filed a report bearing No. 567/2010 seeking penniion to appoint a (bartered Accountant for sciitiny of the books of accounts and records of the Traneror Company for finding out whether the company has maintained all the records as defined in the Companies Act, 1956. This Court vide its order dated 23.72010 to appointed M/s. Kuia] and Axiates (bartered Accountants for the id purpose. Thereafter the (bartered kccowtant has ubmi1ted his report. Based on the said report the Official Liquidator has flIed his report bearing No. 374/2010 dating that the aiartered Accountant appointed by this Court has examined the books of accounts and other records and has not made any adverse finding in the finictioning of the company and has given opinion that the affairs ofthe Traneror Company do not appear to have been conducted in a maimer prejudicial to the interea of its membersortothepublic 13. Puriant to the advertisement of the hearing of the petition none of the thareholders, creditors, employees or any other persons have appeared before Court to oppose the Scheme of AinaIgemation 8 14. All the employees of the Transferor Company in Mce on the effective date thail become the employees of the Transferee Company on icIi date without any break or interruption in service and on the terms and conditions not 1e favourable than those ibsiin with the Transferor Company. As already noticed ipra no employee of the Transferor Company has appeared before the court to oppose the Scheme ofAmalgamation. 15. In the circumances, the petitioners have ma out a case for sanctioning the Scheme of Amalgamation at AnnexureA. Hence the following order: (1) Petitions are hereby allowecL (ii) The Scheme of Amalgamation - Anne,wre-A is hereby sanctioned sibject to the compliance of the observations made by the Registrar of Companies and binding on the petitioner companies their thareholders and creditors. arit I?S ‘1pJO!1flJO Jo 3B tUoJS&ip UWJO 9WIE 9fl UT S9tLIdU1OO Jo iu>j 94 uo iapio SUP JO SWdüIOD 1811Oflfl (rn)