VENTURBAY CONSULTANTS PRIVATE LIMITED AND ORS. ETC. ETC. Vs. THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS AND ORS. ETC. ETC.

JUDGEMENT

(1.) THIS is an application (C.P. No. 123 of 2012) filed under Sections 391 and 394 of the Companies Act, 1956 (for brevity "the Act") for approval of scheme of amalgamation and arrangement. The petitioner is Satyam Computer Services Limited (SCSL). As per the scheme of amalgamation and arrangement between Venturbay Consultants Private Limited (hereinafter referred to as "Transferor Company No. 1"), Satyam Computer Services Limited (hereinafter referred to as the "Petitioner Company/Transferor Company No. 2), C & S System Technologies Private Limited (hereinafter referred to as "Transferor Company No. 3"), Canvasm Technologies Limited (hereinafter referred to as "Transferor Company No. 4"), Mahindra Logisoft Business Solutions Limited (hereinafter referred to as "Transferor Company No. 5) (The Petitioner Company, Transferor Company No. 1, Transferor Company No. 3, Transferor Company No. 4 and Transferor Company No. 5 collectively (hereinafter referred to as the "Transferor Companies") and Tech Mahindra Limited (hereinafter referred to as "Transferee Company") wherein it is proposed to merge Venturbay Consultants Private Limited, the Petitioner Company, C & S System Technologies Private Limited, Canvasm Technologies Limited, Mahindra Logisoft Business Solutions Limited with Tech Mahindra Limited and their respective shareholders and creditors. The petitioner is a leading information communications and technology Company has got wide range of expertise and also business nationally and internationally. The other Companies and also the transferee Company Tech Mahindra Limited (TML) also deals with the similar business. The particulars of their investments and the memorandum of articles of association have been detailedly given in the application. The scheme of amalgamation is said to be for the following advantages: - -

(2.) IT was felt that the scheme of amalgamation and arrangement would not effect the employees of the either Companies and it is in the interest of both the Companies of their respective share holders. A detailed scheme of amalgamation is also incorporated in the petition. The scheme of amalgamation was approved by the Board of directors on 21 -03 -2012 and there is no conflict of interest or personal interest of the Directors and in fact the three (3) Directors of the Company are nominees of the transferor Company No. 1. These three Directors have abstained from voting at the Board meeting held for approval of the scheme. The Company is a listed Company and BSE and NSE have given no objection for scheme of amalgamation.

(3.) THE Board of Directors, who are constituted by the orders of the Company Law Board, intended to bring strategic investor who could bring in funds and managed the affairs of the Company. A competitive global bidding was undertaken under the supervision of Justice S.P. Bharucha, Former Chief Justice of India on 13 -04 -2009 and the transferor Company which was wholly owned subsidiary of TML became the highest bidder and the necessary shares were allotted and the Company Law Board approved the same. On 21 -06 -2009 the Company unveiled its new brand identity as Mahindra Satyam for a robust brand, which draws from the core values of Mahindra Group and inherent strength of Satyam brand. The accounts of the petitioner -Company were audited till 31 -03 -2011 and also till 31 -03 -2012 and approved by the Board of Directors. A meeting of the share holders was conducted on 08 -06 -2012, as per the orders of this court in C.A. No. 446 of 2012, after due notice to the share holders and also public notice. There are about secured creditors and they have no objection for the scheme. This court has dispensed with the meeting of the secured creditors as they have given No Objection Certificate.