NOKIA SIEMENS NETWORK INDIA PVT LTD Vs. STATE

JUDGEMENT

(1.) THE petitioner in this case is M/s. Nokia siemens Network India Private Limited, a transferor company seeking sanction of amalgamation with M/s. Nokia Siemens Networks Private limited (hereinafter referred to as a transferee company) so as to make the same binding on all the share holders, secured and unsecured creditors of the transferor as well as the transferee Company. Annexure-A is the proposed scheme of amalgamation.

(2.) ACCORDING to the petitioner company, it was incorporated on 17. 12. 1993 under the provisions of the Companies Act having its registered office at 10th floor Raheja Towers 26/27, M. G. Road, Bangalore -1. The main objects of the transferor company as set out in Annexure-B is to design, develop, manufacture and trade in computer software such as software data products and allied hardware for telecommunication and other industries. The authorized share of the transferee company is rs. 250,000,000/- divided into 25,000,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of the petitioner is presently rs. 124,250,000/- divided into 12,425,000 equity shares of Rs. 10/- each. The transferor company has produced the latest audited balance sheet up to 31. 3. 2007 setting out the assets and liabilities of the Company at annexure-D to the Company petition.

(3.) THE Board of Directors of the Transferor Company approved and adopted the scheme of amalgamation on 29. 2. 2008 by virtue of which the transferor Company is proposed to be merged with the transferee Company, which has its registered office at Gurgaon, Haryana, subject to the confirmation of this Court. The board resolution to that effect dated 29. 2. 2008 is produced at Annexure-F to the petition. According to the transferor Company. According to the petitioner the transferor Company has only two shareholders, namely M/s. Nokia Siemens Networks Private limited (transferee Company) holding 1,24,24,990 equity shares of Rs. 10/-each i. e. , 99. 99% paid up capital of transferor company and M/s. Nokia siemens Tietoliikenne Oy, Finland holding 10 equity shares of Rs. 10/-each. According to the transferor Company it has two secured creditors and several unsecured creditors.