MPHASIS LIMITED Vs. STATE OF KARNATAKA

JUDGEMENT

(1.) THE petitioner has preferred this Petition under Section 394 of the Companies Act, 1956 for sanctioning of the scheme of amalgamation.

(2.) THE petitioner companay is incorporated under the provision of the Indian Companies Act, 1956, for short hereinafter referred to as the "act". The Registered Office of the petitioner company is situate at Bangalore at No. 139/1, Hosur Main Road, koramangala, Bangalore-560 095, Karnataka. The main object of the petitioner company as set in the Memorandum of Association is to manufacture either for its own use or for sale in India or for export outside India computer systems, computer peripherals and accessories, computer consumables like floppy disks/ diskettes, hard disks, ribbons, etc. , as set out in the Memorandum of Association. Annexure-B is, the copy of the Memorandum and Articles of Association of the petitioner company. The authorized share capital of the companay as on 18-8-2006 is 20 crores equity shares of Rs. 10/- each amount to rs. 200 crores. The issued, subscribed and paid capital is 161,859,420 equity shares of Rs. 10/- each amounting to Rs. 1,618,594. 200. The company has produced the true copy of the annual report for the financial year 2005-06 containing its balance sheet and audited financial statements as per Annexure-C. This company is hereinafter referred to as the "transferee company".

(3.) THE transferor company-E. D. S. Electornic Data Systems (India) Private Limited was established with the object of carrying on business of providing services including management consulting, systems development, systems integration, systems management, process management and rendering management consultancy services of all kinds, etc. , as clearly set out in the Memorandum of Association. A copy of the same is produced as Annexure-D. The share capital structure of the transferor company as on August 18, 2006 is 45,000,000 equity shares of Rs. 10/- each amounting to Rs. 45 Crores and the issued, subscribed and paid up capital is 3,52,83,252 of rs. 10/- each amounting to Rs. 35,28,32,520/ -. The financial statement of the transferor company for the year ended March 31, 2006 containing its balance sheet has been produced as per Annexure-E.