NON-APPLICANT/TRANSFEROR COMPANY Vs. STATE

JUDGEMENT

(1.) THIS Application has been filed under Section 391(1) of the Companies Act, 1956, by the applicant/transferee company seeking directions of this court to dispense with the requirement of convening the meetings of its equity shareholders, secured and unsecured creditors to consider and approve with or without modification, the proposed Scheme of Amalgamation of NTT Data Optimal India Delivery Services Private Limited (hereinafter referred to as the transferor company) with NTT Data Global Delivery Services Private Limited (hereinafter referred to as the applicant/transferee company) .

(2.) THE registered office of the applicant/transferee company is situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferor company is situated at Karnataka, outside the jurisdiction of this Court. Learned counsel for the applicant submits that a separate application will be filed by the transferor company before the court of competent jurisdiction for sanction of Scheme of Amalgamation in respect of the transferor company.

(3.) THE applicant/transferee company was originally incorporated under the Companies Act, 1956 on 19th July, 1989 with the Registrar of Companies, Andhra Pradesh at Hyderabad under the name and style of Sriven Computer Solutions Private Limited. The word 'Private' was deleted from the name of the company w.e.f. 01.07.1997. The company changed its name to Metamor Global Solutions Limited and obtained the fresh certificate of incorporation on 30th September, 1997. Thereafter, the company shifted its registered office from the State of Andhra Pradesh to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi and Haryana at New Delhi on 30th April, 1998. The company again changed its name to PSINet Consulting Solutions (India) Limited and obtained the fresh certificate of incorporation on 22nd November, 2000. The company again changed its name to Signaltree Solutions (India) Limited and obtained the fresh certificate of incorporation on 29th March 2001. The company once again changed its name to Keane India Limited and obtained the fresh certificate of incorporation on 21st March, 2002. The company again changed its name to NTT Data Global Delivery Services Limited and obtained the fresh certificate of incorporation on 27th January 2012. The company finally changed its name to NTT Data Global Delivery Services Private Limited and obtained the fresh certificate of incorporation on 23rd February, 2015.