WIPRO LIMITED Vs. NIL

JUDGEMENT

(1.) These three petitions are filed seeking sanction of Scheme of Arrangement produced at Annexure-A between WIPRO Limited (hereinafter referred to as 'Demerged company'), Azim Premji Custodial Services Private Limited (hereinafter referred to as 'Resulting company') and WIPRO Trademarks Holding Limited (hereinafter referred to as 'Trade mark company').

(2.) Heard Sri Saji P John, learned Advocate for Petitioner-companies and Sri C Aswathappa, learned Standing Counsel appearing for ROC.

(3.) The Demerged company came to be incorporated on 29.12.1945 under the provisions of The Companies Act, 1913 under the name and style of 'Western India Vegetable Products Limited' in the State of Maharashtra and changed its name to 'Wipro Products Limited' with effect from 07.06.1977 and subsequently changed to its present name 'Wipro Limited' with effect from 28.04.1984. Demerged company was originally incorporated to carry on business of extracting oil either by crushing or by chemical or other processes. The certificate of incorporation along with Memorandum and Articles of Association of demerged company is produced at Annexure-B. It is presently engaged in the business of providing Information Technology (IT) and IT Enables Services (ITES) and is providing IT services, outsourced research and development, IT infrastructure services, etc.,. It has also diversified its business to the consumer care products. Registered office of the demerged company is at the address shown in the cause title to the petition. The authorised, issued, subscribed and paid up share capital of the demerged company is reflected in paragraph 4 of the petition which is also evidenced from the balance sheet made as on 31.03.2012 produced at Annexure-C. The equity shares of demerged company are listed at Bombay Stock Exchange, National Stock Exchange and American Depository Receipts listed on New York Stock Exchange and they have given their No-objection letters as per Annexure-J.