LAWS(NCLT)-2017-11-718

IN RE Vs. CONGRUENT SOLUTIONS PRIVATE LIMITED

Decided On November 23, 2017
IN RE Appellant
V/S
CONGRUENT SOLUTIONS PRIVATE LIMITED Respondents

JUDGEMENT

(1.) Under consideration are two Company Applications which were filed before the Hon'ble High Court of Madras transferred to this Tribunal pursuant to the Companies (Transfer of proceedings) Rules, 2016 and numbered as CP/179/CAA/2017 and CP/180/CAA/2017, pertaining to the proposal of the Scheme of Arrangement (Demerged) . The purpose of the company petitions is to obtain sanction of the scheme of Arrangement ( Demerger) (in Short, 'Scheme') by virtue of which the Technology Services division of M/s. Congruent Solutions Pvt Ltd (hereafter referred to as 'Demerged Company') is proposed to be vested with M/s. Congruent IT Services Pvt Ltd (hereafter referred to as 'Resulting Company') .

(2.) The Demerged Company is a Private Limited Company having its registered office at First Floor, North Wing, Central Square I C28-C35, Cipet Road, Thiru Vi Ka Ind Estate, Guindy Chennai-600032. The Resulting Company is a Private Limited Company, having its registered office at Sri Tower, 2nd Floor, No.34, Developed Plot (South Phase) Guindy, Chennai-600032. The main objects of the Demerged/Resulting Company as set out in its Memorandum of Association, is to carry on the business of software designing, development, customization, implementation, maintenance, testing and benchmarking, designing, development and dealing in computer software and solutions etc.

(3.) This Bench vide its order dated 25th April, 2017, in CA Nos TCA/54/CAA/2017 and TCA/55/CAA/2017 dispensed with the convening and holding of the meeting of the Equity Shareholders and secured and unsecured creditors of the Demerged Company and Resulting Company. The petitioner companies complied with all the other orders passed by this bench.