SIFY SOFTWARE LIMITED REP. BY ITS DIRECTOR Vs. HERMIT PROJECTS PRIVATE LIMITED AND SIFY TECHNOLOGIES LIMITED REP. BY ITS COMPANY SECRETARY

JUDGEMENT

(1.) THESE company petitions are preferred under Sections 391 and 394 of the Companies Act, 1956 for sanctioning the scheme of amalgamation of the two transferor companies with the transferee company with effect from 1st April 2013. The scheme of arrangement is annexed as Annexure 'D' in all the company petitions. The petitioners in C.P. Nos. 64 and 65 of 2014 are the transferor companies and the petitioner in C.P. No. 66 of 2014 is the transferee company.

(2.) A perusal of the records shows that the petitioners have complied with the prescribed procedure. The no objection certificates from the Statutory Auditor certifying that there are no secured creditors for the transferor companies are annexed as Annexure 'E' in each of the company petitions. In respect of the transferee company, the list of secured creditors and their consent letters are enclosed as Annexures 'E' and 'F. The copies of the resolutions of the Board of Directors adopting the scheme of amalgamation are annexed as Annexure 'C' in each of the company petitions.

(3.) ON notice, the Regional Director, Ministry of Company Affairs has filed his report opining as follows: