- (1.) This joint petition is filed by the Petitioner Company No. 1 M/s. Microchip Technology India Pvt. Ltd., Transferee Company and Petitioner Company No.2 NMI India Pvt. Ltd., Transferor Company, on behalf of the Petitioners Companies under section 230-232 of the Companies Act, 2013, praying to order for sanctioning the Scheme of Amalgamation where under NMI India Private Limited, Transferor Company/Petitioner Company No.2 is proposed to be merged with Microchip Technology India Pvt. Ltd., Transferee Company/Petitioner Company No.1 w.e.f. 01.04.2016 and the entire business and undertaking including all movables and immovable and other assets of whatsoever nature and all licences, rights, privileges, claims etc., of the Petitioner Company No.2 be transferred without any further act or deed in favour of the Petitioner Company No.l and the same be, pursuant to Section 232 of the Companies Act, 2013 stand transferred to and vested in the Petitioner Company No.1.
(2.) The Petitioners have also prayed for the following: a. That with effect from the Appointed Date, all the employees of the Petitioner Company No.2 will become the employees of the Petitioner Company No.l without any break or interruption in service; b. That all the proceedings by or against the Transferor Company No.2 pending on the Appointed Date and relating to the property, rights, powers, liabilities, obligations and duties shall be continued and enforced by or against the Petitioner Company No.1.
(3.) The averments made in the Petition are as follows: a. The Petitioner Company No. 1 viz., Microchip Technology (India) Private Limited is a Transferee Company and incorporated under the Companies Act, 1956 on January 17, 2000 and is presently having its registered office at No.l49B, EPIP Industrial Area, 1st Phase, Whitefield, Bangalore 560066, represented by its Managing Director Mr. Sudarshan Iyengar. b. The Petitioner Company No. 2 viz., NMI India Private Limited/Transferor Company, is a Company incorporated under the Companies Act, 1956 on October 09, 2013 and is presently having its registered office at Unit No. 610, 6th Floor, No.29, Prestige Meridian-1, MG Road, Bangalore 560001 represented by its Authorised Signatory Mr. Ananthapadmanabha Pai. c. The Petitioner Company No.l/Transferee Company was incorporated on January 17, 2000, under the provisions of the Companies Act, 1956 under the name and style "Microchip Technology Designs (India) ^Private Limited" CIN:U72200KA2000PTC026229/ with the Registrar of Companies, Karnataka. Subsequently, the name was changed to "Microchip Technology (India) Private Limited" on February 7, 2008. An up-to-date copy of the Certificate of Incorporation, Memorandum and Articles of Association of the Petitioner Company No.1/Transferee Company is annexed hereto and marked as Annexure-B. d. The authorised, issued, subscribed and paid-up capital of Petitioner Company No.1/Transferee Company as on March 10, 2017, was as follows: e. The main objects of the Petitioner Company No.1/Transferee Company as set out in its Memorandum of Association are, inter alia, as follows: i) To design, develop, test, manufacture, assemble, trade, contract, sub-contract, license, improve, maintain, service, supply, buy, sell, market, distribute, import, transport, export, exchange, support, implement or otherwise deal in all types, descriptions, shapes, sizes, capacities, volumes, varieties, specifications of soft-time, hardware and all other materials/products involving application of any kind of technology including but not limited to semiconductor integrated circuits, subset modules, macros for semiconductor integrated circuits, hardware/ software applications, hardware technology including custom software applications, development systems, computer aided system designing, semiconductor products, computer and related accessories, peripherals, add-ons, accessories, upgrades, telecommunication equipment and all kinds of software tools including assemblers, compilers, simulators, graphical user interface and other related technologies etc., The Memorandum & Articles of Association is shown as Annexure-B. f. As per the audited balance sheet made up to March 31, 2016, the summarised position of the assets and liabilities of the Petitioner Company No.l/Transferee Company was as follows: ;