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TMI Blog2010 (7) TMI 271X X X X Extracts X X X X X X X X Extracts X X X X ..... ramangala, Bangalore - 560 034. The authorised share capital of the first transferor-company is Rs. 23,50,00,000 divided into 2,35,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up capital is Rs. 3,77,97,000 divided into 37,79,700 equity shares of Rs. 10 each. 3. The main objects of the first transferor-company as set out in its Memorandum and Articles of Association as per Annexure B is to carry on the business of designs, developing and selling of software programmes and programmed products and etc. 4. The latest audited balance sheet of the first transferor-company made up to 31-3-2009 is produced as Annexure C. 5. The second transferor-company (petitioner in Co. P. No. 36/2010) was incorporated on 13-9-2006 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka at Bangalore under the name and style of Solectron India Private Limited. The second transferor-company is having its registered office at 185, Ground Floor, Cambridge Road, Second Cross, Ulsoor, Bangalore - 560 008. The authorised share capital of the first transferor-company is Rs. 20,00,00,000 divided into 2,00,00,000 equity shares of Rs. 10 each. The issued ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Transferee-company was incorporated to carry on the business of providing technological advanced electronics and manufacturing services to original equipment manufacturers and others in telecommunications, networking, computer, consumer electronics and medical device industries and etc., Presently the transferee-company is providing technologically advanced electronics manufacturing services and information technology related services in the nature of human resource process outsourcing, pay roll management services etc. Presently the registered office of the transferee-company is situated at Flat No. 3, Phase II, Sipcot Industrial Park, Sandavellure C Village, Sriperumbadur Taluk, Kanchipuram District, Tamil Nadu. The Memorandum and Articles of Association of the transferee-company and the latest audited balance sheet are produced at Annexures D and E to the petitions. 12. This Court vide order dated 15-2-2010 passed in C.A. Nos. 78/2010 and 79/2010 dispensed with the holding of meeting of the shareholders. It is stated in the said applications that there are no secured and unsecured creditors to the first and second transferor companies. In C.A No. 80/2010 this Court vide order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and Industry, Government of India from time to time. Provided that : (i)the activity of issuer company does not require an industrial license under the provisions of the Industries (Development & Regulation) Act, 1951 or under the locational policy notified by Government of India under the Industrial policy of 1991 as amended from time to time. (ii)the shares or convertible debentures are not being issued by the Indian company with a view to acquiring existing shares of any Indian Company. Explanation - A company which proposes to embark on expansion programme to undertake activities or manufacture items included in Annexure B to this schedule may issue shares or debentures out of fresh capital proposed to be issued by it for the purpose of financing expansion programme, up to the extent indicated in Annexure B, subject to compliance with the previsions of this paragraph. (ii)As per Regulation (5) of prescribed in Foreign Exchange Management (Transfer or Issue of Security by a person resident outside India) Regulations, 2000 provides for determination of Issue Price wherein it prescribed that Price of shares issued to persons resident outside India under this Schedule, shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proval under these Regulations. (b)the transferor-company or the transferee or new company shall not engage in agriculture, plantation or real estate business or trading in TDRs; and (c)the transferee or the new company files a report within 30 days with the Reserve Bank giving full details of shares held by persons resident outside India in the transferor and the transferee or the new company, before and after the merger/amalgamation/reconstruction, and also furnishes a confirmation that all the terms and conditions stipulated in the scheme approved by the Court have been complied with." 16. The petitioners have filed affidavits dated 3-7-2010 undertaking to comply with the observations made by the Registrar of Companies in his affidavit. 17. The Official Liquidator has filed reports seeking permission to appoint Chartered Accountants for scrutiny of the books of account and records of the transferor-companies to find out whether the companies have maintained all the records as defined in the Companies Act, 1956. This Court vide its order dated 15-4-2010 appointed Sri P.S. Ananda Rao, Chartered Accountant for the said purpose. Thereafter the said Chartered Accountant has submi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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