( 1 ) THE petitioner seeks sanction of the scheme of arrangement for amalgamation under Section 394 read with 391 (2) of the Companies Act ( the Act for brevity) the petitioner is the transferee company. It was incorporated on 27. 07. 1999 as netmos Technology India Private Limtied and its name was changed to Moschip semiconductor Technology Private Limited on 01. 06. 2000. Subsequently on 24. 07. 2000 the petitioner company was converted into a public limited company. Its registered office is situate at 8-2-685/1/1, Road No. 12, Banjara Hills, hyderabad. The authorised capital of the company was Rs. 26 crores divided into 2. 6 crores of equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of the company is Rs. 23,22,17,700/- comprising of 2,32,21,770 fully paid up equity shares of Rs. 10/- each. Subsequently, by a resolution dated 28. 04. 2003 the authorised capital of the company was increased by Rs. 9 crores thereby raising up the capital to Rs. 35 crores. The company was incorporated with the main objects, to carry on the business in the area of information technology and software and to render consultancy training; to undertake turnkey software projects and operation research; to offer complete hardware and software solutions and technical services; to carry out researches, investigations and experimental work of every description in relation to the electrical, electronic and telecommunication industry; to undertake designing, development and programming of systems and application software either for its own use or for sale in India or abroad; to carry on the business of internet and e-commerce and to offer web based solutions; to set up and run electronic data processing centers and to carry on the business of data processing, word processing, software development, programming consultancy, etc. ; and to carry on the business of manufacturers, developers, buyers, sellers, importers, exporters, agents, job workers, assemblers and dealers of Metal Oxide semiconductor chips, chips of integrated circuit nature and all types of computer and communication systems. The petitioner after commencement of its business established its design centers at Road No. 12, B anjara Hills, Hyderabad; and Noida Special Economic Zone (NSEZ), U. P. , India.

( 2 ) THE balance sheet as on 31. 12. 2002 of the petitioner company has been annexed to the petition.

( 3 ) THE transferor company is the Verasity Technologies Inc, incorporated with its principal Executive Office at 3335 Kifer Road, Santa Clara, CA 95051, USA. The company was incorporated with the object of providing silicon, software, and support for last-mile internet-connected security solutions and has been engaged in the said business. The authorised capital of the transferor company is 10,000,000 (ten millions) shares of common stock. The issued, subscribed and paid up capital is 6,177,778 (six millions one hundred seventy seven thousand and seven hundred seventy eight) shares of common stock. The balance sheet of the transferor company as on 31. 12. 2002 has been annexed to the petition.

( 4 ) THE Board of Directors of the petitioner company in the meeting held on 20. 03. 2003 unanimously approved the scheme of arrangement for amalgamation of transferor company with the petitioner-transferee company.

( 5 ) THE scheme of arrangement for amalgamation inter alia envisages the transfer of the assets of, all assets, investments, rights, titles and interests with effect from the appointed date; all debts, outstandings and receivables without any notice or other intimation to the debtors; all debts, liabilities, duties and obligations of every kind nature and description of the transferor company to the transferee company without any further act or deed and they stand transferred to and vested in the transferee company. After receipt of the sanction and approval of the scheme, the transferee company shall without any further act or deed issue and allot