H.N. Nagamohan Das, J.—The petitioner-company has filed this petition under Sections 391 - 394 of the Companies Act, 1956 (for short "the Act"), seeking sanction of the scheme of arrangement as per annexure A.

2. The petitioner-company was incorporated under the Companies Act, 1956, in the year 1989 in the State of Gujarat. Between 1989 and 2000 the petitioner-company changed its name several times and also its registered office. At present the name of the petitioner-company is Sasken Communication Technologies Ltd., and its registered office is situated at Bangalore in the State of Karnataka. The main objects of the petitioner-company as set out in the memorandum of association are as under:

(a) to establish, acquire, run, operate, provide services and design, development and implementation of turn key solutions both in hardware and software for infocom markets.

(b) To manufacture, produce, work, distribute, buy and sell, import and export or otherwise to deal in all kinds of electronic hardware and software for computer systems and allied products.

3. The annual report 2007-08 containing the audited profit and loss account and the balance-sheet of the petitioner-company is at