This is an application (C.P.No.123 of 2012) filed under Sections 391 and 394 of the Companies Act, 1956 (for brevity “the Act”) for approval of scheme of amalgamation and arrangement. The petitioner is Satyam Computer Services Limited (SCSL). As per the scheme of amalgamation and arrangement between Venturbay Consultants Private Limited (hereinafter referred to as “Transferor Company No.1”), Satyam Computer Services Limited (hereinafter referred to as the “Petitioner Company/Transferor Company No.2), C & S System Technologies Private Limited (hereinafter referred to as “Transferor Company No.3”), CanvasM Technologies Limited (hereinafter referred to as “Transferor Company No.4”), Mahindra Logisoft Business Solutions Limited (hereinafter referred to as “Transferor Company No.5) (The Petitioner Company, Transferor Company No.1, Transferor Company No.3, Transferor Company No.4 and Transferor Company No.5 collectively (hereinafter referred to as the “Transferor Companies”) and Tech Mahindra Limited (hereinafter referred to as “Transferee Company”) wherein it is proposed to merge Venturbay Consultants Private Limited, the Petitioner Company, C & S System Technologies Private Limited, CanvasM Technologies Limited, Mahindra Logisoft Business Solutions Limited with Tech Mahindra Limited and their respective shareholders and creditors.

02. The petitioner is a leading information communications and technology Company has got wide range of expertise and also business nationally and internationally. The other Companies and also the transferee Company Tech Mahindra Limited (TML) also deals with the similar business. The particulars of their investments and the memorandum of articles of association have been detailledly given in the application. The scheme of amalgamation is said to be for the following advantages :–

(A) As a measure of consolidation of the information technology businesses in a single entity which will provide synergy benefits, attain efficiencies and reduce over all cost, the Board of Directors of the Transferor Companies and the Transferee Company have proposed the Scheme. The amalgamation of the Transferor Companies with the Transferee Company would inter alia have the following benefits: Creation of a single ‘go-to-market’ strategy, benefit of scale, enhanced depth and breadth of capabilities, translating into increased business opportunities and reduced expenses;

(B) Greater integration and greater financial strength and flexibility for the amalgamated entity and strengthening position in the industry, in terms of the asset base, revenues, product and service range, production volumes;

(C) Improved organizational capability and leadership, arising from the combination of human capital who collectively have diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry;

(D) The combination of all the businesses would increase the long term value for shareholders and investors; and

(E) Benefits of operational synergies in terms of economies of scale, sourcing benefits, vendor rationalization, more focused operational efforts, rationalization, standardization and simplification of business processes and productivity improvements”.

03. It was felt that the scheme of amalgamation and arrangement would not effect the employees of the either Companies and it is in the interest of both the Companies of their respective share holders. A detailed scheme of amalgamation is also incorporated in the petition. The scheme of amalgamation was approved by the Board of directors on 21-03-2012 and there is no conflict of interest or personal interest of the Directors and in fact the three (3) Directors of the Company are nominees of the transferor Company No.1. These three Directors have abstained from voting at the Board meeting held for approval of the scheme. The Company is a listed Company and BSE and NSE have given no objection for scheme of amalgamation.

04. It was further plea