SYNOPSYS (INDIA) PRIVATE LIMITED 5TH FLOOR, TOWER A RMZ INFINITY NO. 3, OLD MADRAS ROAD, BENNIGANAHALLI BANGALORE 560 016 Vs. NIL

JUDGEMENT

(1.) THIS petition is filed by the Transferee Company for sanction of Scheme of Amalgamation produced at Annexure -A whereundar Coware India Private Limited (Transferor Company No. 1) and Ingot Systems Private Limited (Transferor Company No. 2) are proposed to be merged with the Petitioner Company (Transferee Company). Petitioner Company was incorporated on 29.4.1995 with the Registrar of Companies, Karnataka, Bangalore. The main object of petitioner company is to carry on business of developing software computer applications, providing total computer solutions such as consultancy system study, processing, hiring etc., amongst others. The registered office of the petitioner company is situated at 5th Floor, Tower -A, RMZ Infinity, No. 3 Old Madras Road, Benniganahalli, Bangalore -560016. The authorised share capital of the Transferee Company is Rs. 3,00,00,000/ - (Rupees Three Crores only/ divided into 30,00,000 (Thirty Lakhs) equity shares of Rs. 10/ - each. The issued, subscribed and paid up share capital of the company is Rs. 1,27,90,020/ - divided into 12,79,002 equity snares of Rs. 10/ - each fully paid up.

(2.) THE Transferor Company No. 1 was incorporated on 27.11.2003 under the name and style of "Coware India Private Limited" with the Registrar of Companies, National Capital Territory (NCT) of Delhi and Haryana and at present carrying on business of developing and designing computer software programmes as mentioned in the petition and as well as in the Scheme of Amalgamation, Annexure -A and its registered office is situated at 205, E -49, Jawahar Park, Laxmi Nagar, Delhi -110092.

(3.) THE Transferee Company has filed CA. No. 263/2011 for dispensing with conducting meetings of shareholders and creditors and this Court by order dated 29.3.2011 allowed the application and dispensed with the convening of meeting of the shareholders mad creditors and thereafter, the present petition has been filed on 21.3.3011. On issuance of notice to the Regional Director, the Regional Director has filed an affidavit through Registrar of Companies, who has stated in paragraph 3 of the affidavit dated 14.7.2011 that the same is not objected to.