SYNOPSYS (INDIA) PRIVATE LIMITED Vs. VIRAGE LOGIC INTERNATIONAL

JUDGEMENT

(1.) (A) The petitioner, for short Transferee Company, in Company Petition No. 250/2012 is a company incorporated under the Companies Act 1956, for short 'Act', on 19.4.1995 in the State of Karnataka having its registered office at the address shown in the cause title carrying on business of developing software computer applications, providing total computer solutions such as consultancy, system study, processing, hiring etc., amongst others, as disclosed in the Memorandum and Articles of Association, Annexure-B.

(2.) The material on record discloses that the Indian undertaking of the Transferor Company No. 1 is valued at Rs. 11,12,00,000/-, the consideration that the Transferor Company No. 1 would be entitled to receive from the transferee company for transfer of its Indian undertaking. Upon the scheme becoming effective, the transferee company is to pay the entire consideration of Rs. 11,12,00,000/- by cash to the transferor company No. 1 subject to applicable taxes and other levies. The balance sheets of the transferor company Nos. 1, 2 and 3 reflect their assets and liabilities. The Board of Directors of the Transferee Company as well as Transferor Company Nos. 1, 2 and 3 have opined that the merger of the Transferor Company Nos. 1 and that of Transferor company Nos. 2 and 3 with the Transferee Company would be beneficial and profitable to operate as a single unit instead of different units and that the Transferee company is a consistent profit making company.

(3.) According to the learned counsel for the petitioners, the Scheme does not affect the rights of members or creditors of the Transferee Company as well as Transferor company No. 1; Transferor Company Nos. 2 and 3 and also does not involve reorganisation of the share capital of the Transferee company, as disclosed in the scheme of arrangement, Annexure-'A'.