IN RE Vs. ASAP INFO SYSTEMS PRIVATE LIMITED

JUDGEMENT

(1.) Under consideration is a Joint Company Petition No.l42/CAA/2017 filed by the above mentioned Petitioner Companies under Section 230 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016. The purpose of the Company Petition is to obtain sanction of the Scheme of Amalgamation (in short "Scheme") by virtue of which M/s.ASAP INFO SYSTEMS PRIVATE LIMITED (hereinafter referred to as "First Transferor Company") and M/s.NICHEPRO TECHNOLOGIES PRIVATE LIMITED (hereinafter referred to as "Second Transferor Company") are proposed to be merged, amalgamated and vested in M/s.TEAMLEASE STAFFING SERVICES PRIVATE LIMITED (hereinafter referred to as "Transferee Company") as a going concern.

(2.) The First Transferor Company is a Private Limited Company, having its registered office at No.58 Karishma Building, 3rd Floor, Nungambakkam High Road, Chennai 600 034, Tamil Nadu and it is engaged in the business of manufacture, rendering services and development of software, systems study analysis, importing and exporting software and to establish bureaus for providing computer services to process data etc. The Second Transferor Company is a Private Limited Company, having its registered office at No.58, Karishma Building, 3rd Floor, Nungambakkam High Road, Chennai 600 034, Tamil Nadu and it is engaged in the business as designers, developers, IT enabled outsourcing services and to carry on the business of internet etc. The Transferee Company is a Private Limited Company, having its registered office at Office No.6, 3rd Floor, C Wing, Laxmi Towers Bandra Kurla Complex, Bandra (East) , Mumbai 400 051, Maharashtra and it is engaged in the business of consultants in India and elsewhere. The Board of Directors of the Petitioner Companies vide their respective resolutions dated 22.03.2017 approved the said Scheme of Amalgamation.

(3.) This Bench vide its order dated 12.06.2017 in CA/77/CAA/2017 dispensed with the convening and holding the meeting of the Equity Shareholders of the Transferor Companies under the provisions of Section 230(9) of the Companies Act, 2013. The transferor company No.l and 2 are having one secured creditor each and based on the consent affidavits, the meeting of the secured creditor has been dispensed within respect of the unsecured creditors both the transferor companies have furnished the consent affidavits from unsecured creditors constituting more than 90% of the value of the unsecured credit. This has been verified and certificates to this effect has been given by Chartered Accountant. The Petitioner Companies have complied with all the orders passed by the Bench including paper publication and notice to statutory authorities.