AZTECSOFT LIMITED, A COMPANY INCORPORATED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 REP. BY ITS HEAD LEGAL AND COMPANY SECRETARY, MR. RAJESH SRICHAND NARANG Vs. NIL

JUDGEMENT

(1.) THESE Company Petitions are filed seeking approval of a scheme of amalgamation. Company Petition No. 8/2009 is filed by the transferor company, while Company Petition No. 9/2009 is filed by the transferor company. Since they relate to the seeking of approval to the scheme of amalgamation of the said two companies, these petitions are heard together and disposed of by this common order.

(2.) ACCORDING to the petitioner in Company Petition No. 8/2009, which is the transferor company, was incorporated on 04.10.1995 with the name and style Aztec Software and Technology Services Private Limited under the provisions of the Companies Act, 1956 and became a public company on 12.06.2000 and subsequently the name was changed to Aztec Software and Technology Services Limited with effect from 25.08.2006. The registered office of the transferor company is at No. 42, 27th Cross, II Stage, Banashankari, Bangalore 560070, Karnataka. The object with which the transferor company is incorporated 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 consumable like floppy disks/ribbons, continuous and non -continuous stationery and other such allied objects. The share capital of the transferor company as on 31.12.2008 is as follows: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Aztecsoft Limited Amount in Rs. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Authorised Capital - 52,500,000 Equity 157,500,000 Shares of Rs. 3/ - each - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Issued, Subscribed and Paid up Capital - 136,822,956 45,607,652 Equity Shares of Rs. 3/ - each - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

(3.) THE transferee company was incorporated on 05.08.1999 under the name and style of MindTree Consulting Private Limited, subsequently the name was changed as MindTree Consulting Private Limited with effect from 06.11.2006 and was further changed to MindTree Limited with effect from 20.03.2008. The registered office of the transferee company is at No. 42, 27th Cross, II Stage, Banashankari, Bangalore 560 070. The main objects of the transferee company as set out in the Memorandum and Articles of Association are to carry on the business of software development, production, sub -contracting and experts; systems engineering service and training and other allied objects. The share capital of the transferee company as on 31.12.2008 is as follows: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - MindTree Limited Amount in Rs. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Authorised Capital - 79,62,00,00 Equity 79,62,00,000 Shares of Rs. 10/ - each - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Issued, Subscribed and Paid up Capital - 379,932,060 37,993,206 Equity Shares of Rs. 10/ - each - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - A copy of the audited profit and loss account and balance sheet as on 31.12.2008 of the transferee company are annexed at Annexure -F.