Ravikumar Duraisamy, Member - (1.) This Petition was filed under Sections 391 & 394 of the Companies Act, 1956 before the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh seeking the sanction of the Scheme of Amalgamation of M/s. United Health Group Information Services Private Limited (Hereinafter referred to as Transferor Company) with M/s. Optum Global Solutions (India) Private Limited (Hereinafter referred as Transferee Company) and their respective Shareholders and Creditors. The Petitioner/Transferor Company prays for following in the present Petition: a. That the Scheme of Amalgamation as consented by the shareholders and Unsecured creditors of the Petitioner/Transferor Company, be sanctioned and confirmed by this Hon'ble High Court so as to be binding on all the members, creditors and employees of the Petitioner Company and all concerned; b. For an Order that the Petitioner/Transferor Company be dissolved without going through the process of winding up; c. For an order under Section 394 of the Companies Act, 1956 that the Petitioner Company do within 30 days after the date of order, cause a certified copy to be delivered to the Registrar of Companies, Hyderabad (RoC) for Registration and on such certified copy being delivered or such date as this Hon'ble High Court may deem fit, the RoC shall take all necessary consequential action in respect of the Petitioner Company and also dissolution of the Transferor company without going through the process of winding up; d. That the parties of the Scheme or other persons interested shall be at liberty to apply to this Hon'ble High Court for any direction that may be necessary regard to the carrying out of the Scheme of Amalgamation; and e. That such order or orders as the Hon'ble High Court may deem fit and proper in the circumstances of the case. Subsequent to the transfer of the case from the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh, the case was posted for hearing on 01.02.2017, 17.02.2017 and on 15.03.2017 and the matter was reserved for Orders.
(2.) United Health Group Information Services Private Limited (hereinafter referred to as UHGISPL/The Transferor Company) was incorporated on 22nd July, 2002. The authorised share capital of the Transferor Company is Rs. 1,37,87,50,000/- (One Hundred and Thirty Seven Crores Eighty Seven Lakhs Fifty Thousand only) divided into 1,00,00,000/- equity shares of Rs. 10/- each 12,78,75,000 optionally convertible cumulative redeemable participatory preference shares of Rs. 10/- each and the issued subscribed and paid up share capital of the Transferor Company is Rs. 10,00,00,000/- (Ten crores only) divided into 1,00,00,000 equity shares of Rs. 10/- each and the entire share capital is held by the Transferee Company and its nominee. The objects of the Transferor Company is to carry on the business of Data entry processing, Billing adjudication, Coding and any other functions relating to the claims, gathering etc.
(3.) Optum Global Solutions (India) Private Limited (herein after referred as OGSIPL/'Transferee Company") was originally incorporated under the name and style of QSSI Technologies India Private Limited on 15th April, 2010 in the then State of Andhra Pradesh. Later on the Transferee Company had changed its name to its present name i.e., Optum Global Solutions (India) Private Limited and a fresh certificate of incorporation consequent on change of name was issued by Registrar of Companies, Hyderabad on 12th July, 2016. The present Authorised Share Capital of the OGSIPL/Transferee Company is Rs. 20,31,25,000/- divided into 2,03,12,500 equity shares of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Transferee Company is Rs. 2,33,09,750/- divided into 23,30,975 equity shares of Rs. 10/- each fully paid up. The main objects of the OGSIPL/Transferee Company is to design, develop, create & distribute software solutions, business process in various domains, data warehousing, IT infrastructure solutions and devices, business intelligence, ERP, project management. Trailing consulting and support for above services. IT security services such as identity & biometrics, etc.;