9911796707
TMI Blog2010 (7) TMI 285X X X X Extracts X X X X X X X X Extracts X X X X ..... i and J. Sagar for the Petitioner. M. Swayam Prakash for the Respondent. ORDER 1. This petition is filed under sections 391 to 394 of the Companies Act, 1956 ( the Act ) by the petitioner for sanction of the Scheme of Amalgamation at Annexure-A by which Mphasis FinSolutions Private Limited (transferor-company) is proposed to be merged with the petitioner-company - Mphasis Limited (transferee-company). 2. The petitioner-company was incorporated on 10-8-1992 under the name and style BFL Software Limited in the State of West Bengal. Subsequently, the registered office of the company was shifted from West Bengal to Karnataka vide an order of the Company Law Board, Eastern Region. The name of the company was thereafter cha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -company is a profit making company as per the Balance sheet. 5. The Board of Directors of the petitioner-company has approved and adopted a Scheme of Amalgamation in its meeting held on 24-11-2009 by virtue of which the Transferor-Company is proposed to be merged with the petitioner-company. 6. The petitioner-company was directed to hold/convene the meeting of the equity shareholders and a common meeting of secured and unsecured creditors of the petitioner-company vide order dated 17-2-2010 passed in Company Application No. 46/2010 and the said order was modified by this court vide order dated 3-3-2010 passed in C.A. No. 129/2010 and further corrected the typographical error as per order dated 8-4-2010 passed in C.A. No. 211/20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... blished from Bangalore on or before 5-5-2010 fixing the date of hearing as 2-6-2010, also ordered to issue notice to the Regional Director. Accordingly, the petitioner-company has carried out the advertisement and furnished the copies of The Hindu and Kannada Prabha dated 30-4-2010 along with memo dated 24-5-2010. Pursuant to the notice issued to the Registrar of Companies, Bangalore has filed an affidavit dated 19-6-2010 on behalf of the Regional Director with the following observation : "As regards the accounting treatment prescribed in clause 10.3 of the scheme, petitioner may be advised to transfer the surplus to the Capital Reserve instead of General Reserve in accordance with Accounting Standard-14" 10. The petitioner-compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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