Mohd. Sharief Tariq, Member - (1.) Under consideration is Company Petition No. 118/CAA/2017. It is on record that the Hon'ble Madras High Court, vide its Order dated 11.08.2016 in CANo. 632 of 2016 has ordered to dispense with convening, holding and conducting a meeting of equity shareholders of the 1st Transferor Company. There is no secured creditor in the 1st Transferor Company. The Transferor Companies and the Transferee Company through their respective Board of Directors, decided to amend the Scheme and filed a Company Application No. 951 of 2016 before the Hon'ble Madras High Court. The Hon'ble Madras High Court, vide Order dated 24.10.2016 ordered notice in CA No. 951 of 2016. The Hon'ble Madras High Court called for objections on 01.11.2016. Accordingly, the Official Liquidator has made an objection to the proposed modification as prayed for in CA No. 951 of 2016 and submitted that no modification has to be made in the Scheme, because the fourth Transferor Company is situated at the jurisdiction of the Hon'ble High Court of Karnataka. Therefore, CA No. 951 of 2016 was withdrawn with liberty to approach the Hon'ble High Court of Karnataka. The Hon'ble High Court of Karnataka vide order dated 29.11.2016 permitted the Transferor Company No. 4 to amend the Scheme. Accordingly, the Scheme stood amended. Now, the matter has been transferred to this Bench. The Transferor Company No. 1 that falls within the jurisdiction of this Bench has complied with the statutory requirements. The Petitioner Company has prayed for granting sanction to the Scheme of Amalgamation (hereinafter referred to as 'Scheme') of merger of M/s Atheros Communications India Private Limited (hereinafter referred to as 'Petitioner/Transferor Company No.l') having its registered office at No. 141, TVH Agnitio Park, Kandanchavadi, OMR, Chennai-600096, with M/s. Qualcomm India Private limited (hereinafter referred to as 'Transferee Company'), having its registered office at Unit No 201, 2nd Floor, Tolstoy House 15 Tolstoy Marg, New Delhi -110001 as a going concern. M/s. CSR India Private Limited (hereinafter referred to as 'Transferor Company No. 2'), M/s. CSR Technology (India) Private Limited (hereinafter referred to as 'Transferor Company No. 3') and M/s. Ikanos Communications (India) Private Limited (hereinafter referred to as 'Transferor Company No. 4') are having their registered offices at Karnataka State, which are falling within the jurisdiction of the NCLT, Bangalore.
(2.) The details of the share capital, secured and unsecured creditors of the 1st Transferor Company are as under
(3.) The Learned Counsel for the 1st Transferor Company submits that Is Transferor Company is presently engaged in the business of developing, designing, testing and verifying hardware and software for communication applications and all related applications and support services thereof etc. and the Transferee Company to carry on all or any of the business of manufacturing, designing, developing, installing, servicing, marketing and providing technical support for specialized proprietary systems including but not limited to digital wireless communications and providing technical services/ supports etc.;