Corpus Software Private Limited vs Nil

Jawad Rahim, J.—Transferor company is before this court invoking Section 391 of the Companies Act seeking for a direction to convene the meeting of shareholders for approval of the scheme of arrangement/amalgamation with or without modification. The application is supported by the affidavit of one of the managing directors of the company, Sri Sachendra Tummala wherein the information furnished reveals:

a) Applicant-transferor company was originally registered as CONVERGENT SOFTWARE PRIVATE LIMITED on 15.2.1999 and later changed its name to CORPUS SOFTWARE PRIVATE LIMITED. It has its registered office at No. 34, Corpus Techno Park, AVS Compound, Koramangala, 4th Block, Bangalore-560 034.

b) Its aims and objects are culled out in paragraph 3 of the application and it undertakes designing and development of systems, network, telecommunications and application software either for sale in India or export outside India or for its own use to design and develop such systems, network, telecommunication and application software for and on behalf of manufacturers, owners and users of computer systems and digital/electronic equipment's in India or elsewhere in the world.

c) The share capital of the applicant transferor company as on 31.3.2011 is as under:

Authorised share capital: 2,50,00,000/- equity shares of Rs. 2/- each Rs. 5,00,00,000/- Issued, Subscribed and Paid-up capital: 1,08,08,255 equity shares of Rs. 2/- each fully paid up Rs. 2,16,16,510/-

The company has received Rs. 3,35,14,000/- towards share application money. The financial status as on 31.3.2011 is reflected in its audited summary which is at paragraph 5 of the application.

d) The transferee company, viz., MIPCO SEAMLESS RINGS (GUJARATH) LIMITED is a company incorporated on 29.1.1980 under the Companies Act in the state of Gujarath. Its aims and objects are spelled out in paragraph 6(iii) of the application which shows it is engaged in media, communication and entertainment in film, television, mobile, radio, print media, live entertainment, software, hardware or any other category of media. The MoA and AoA of the company is produced at Annexure-E.

e) The share capital of the transferee company as on 31.3.2011 is as under: Authorised share capital: 50,00,000/- equity shares of Rs. 10/- each Rs. 5,00,00,000/-

2,00,000 cumulative redeemable preference shares of Rs. 100/- each Rs. 2,00,00,000/-

Issued, Subscribed and Paid-up capital: 35,84,800 equity shares of Rs. 10/- each fully paid up Rs. 3,58,39,875/- (less calls in arrears and ADD: amount received against 200 forfeited shares amounting to Rs. 1000/-)

2,00,000 5% cumulative redeemable preference shares of Rs. 100/- each fully paid-up Rs. 2,00,00,000/-

The financial pattern of the company as on 31.3.2011 is culled out in (v) of paragraph 6 of the application. The objects of reconstructing/restructuring exercise of the transferee company and benefits resulting from the merger of the applicant-transferor company are detailed in paragraph 7 of the application.

f) It is stated the effect of the scheme of merger on the employees is, the employees of the transferor company would be absorbed by the transferee company and it would not affect them in any manner. They would continue to enjoy the same benefits and their services shall be deemed to have been continuous and not to have been interrupted by reason of the said arrangement.

g) The Board of Directors of the transferor company in the meeting held on 9.12.2011, have approved the scheme of arrangement/amalgamation subject to the approval of shareholders, and they have authorized Mr. Sachendra Tummala, Director, and/or Mr. Sanjivkumar Tandon, Director, to sign and execute all documents.

Considering the information made available as also other attending circumstances, I am satisfied the request to convene a meeting of shareholders and members to consider the scheme of arrangement has to be granted. In the result, I pass the following order:

I) The application is allowed. The meeting of the members, shareholders, secured and unsecured creditors of the transferor company shall be convened to be held on 16.10.2012 at Bangalore under the chairmanship of Mr. Sachendra Kumar, Director, to approve the scheme of arrangement, with or without modification.

II) He shall report the result of the aforesaid meeting to this court within two weeks therefrom.

III) The meeting of secured and unsecured creditors of the transferee company shall also be convened to be held on 16.10.2012 simultaneously either at the same venue or any other venue. Mr. Sanjivkumar Tandon is appointed as the Chairperson to the said meeting. He shall report the result of the meeting to this court within two weeks therefrom.