IN RE Vs. ORCC SOLUTIONS PRIVATE LIMITED

JUDGEMENT

(1.) Company Petition No. 107 of 2016 was originally filed on behalf of Petitioner Company before Hon'ble High Court of Karnataka at Bengaluru. Subsequently this petition was transferred to this Hon'ble Tribunal basing on the notification bearing No. GSR.1119(E) : MANU /DCAF/0145/2016 dated 7th December, 2016 issued by Ministry of Corporate Affairs, New Delhi. This petition was transferred from the file of Hon'ble High Court of Karnataka at Bengaluru to this Tribunal and it is renumbered as TP No. 172 of 2017.

(2.) This Company Petition was filed under Sec. 391 to 394 of Companies Act 1956 for sanction of the Scheme of Amalgamation. The averments in the Company Petition are briefly described hereunder.

(3.) This Company Petition is filed for sanction to the Scheme of Amalgamation wherein the Petitioner Company which is proposed to be merged with its parent company ACI Worldwide Solutions Private Limited hereinafter referred to the Transferee Company under the Scheme of Amalgamation which is annexed and marked as ANNEXURE "A". The Petitioner Company was incorporated on 28.06.2011 under the name and style of "ORCC Solutions Private Limited" with Registrar of Companies Mumbai. Subsequently, the registered office of the Petitioner Company was shifted to the State of Karnataka and a fresh certificate of incorporation was issued by the Registrar of Companies Karnataka. The Petitioner Company is inter alia engaged in the business of Software development support services for the software products and solutions in the area of online banking and e commerce sectors. A copy of the Memorandum and Articles of Association of the Petitioner Company is annexed and shown as ANNEXURE "B". The registered office of the Petitioner Company is at Salarpuria Cambridge Mall, #9, Cambridge Road, Bangalore.