The central legal point established in the judgment is the grant of sanction to the scheme of amalgamation under the Companies Act, 1956, emphasizing compliance with statutory requirements and the transfer of liabilities and obligations.

RAJIV SHAKDHER, J.

1. This is a second motion petition filed by NTT Data Global Delivery Services Private Limited (i.e. the petitioner company) under Section 391 and 394 of the Companies Act, 1956 (hereafter referred to as the Act) for approval of the scheme of amalgamation (hereafter referred to as the scheme) with NTT Data Optimal India Delivery Services Private Limited (i.e. transferor company).

1.1 The registered office of the petitioner company is located within the territorial jurisdiction of this court. The registered office of the transferor company is located at Bangalore, within the jurisdiction of the High court of Karnataka.

1.2 The details with respect to incorporation and the petitioner’ authorised, issued, subscribed and paid up capital have been set out in the petition.

1.3 The petitioner company was originally incorporated on 19.07.1989, under the name and style : Sriven Computer Solutions Private Limited. However, with effect from 01.07.1997, it got converted into a public company, and was, thus, known as Sriven Computer Solutions Limited.

1.4 Evidently, the petitioner company changed its name on four occasions after obtaining due approvals, before it acquired the current name. The details with respect to the same are as follows :-

S.No.	Existing name	Changed Name	Date
1.	Sriven Computer Solutions Limited	Metamor Global Solutions Limited	30.09.1997
2.	Metamor Global Solutions Limited	PSINet Consulting Solutions (India) Limited	22.11.2000
3.	PSINet Consulting Solutions (India) Limited	Signaltree Solutions (India) Limited	29.03.2001
4.	Signaltree Solutions (India) Limited	Keane India Limited	21.03.2002
5.	Keane India Limited	NTT Data Global Delivery Services Limited	27.01.2012

1.5 Thereafter, the petitioner company converted into a private limited company and a fresh Certificate of Incorporation dated 23.02.2015 was issued by the Registrar of Companies, NCT of Delhi and Haryana (in short, ROC). Thus, with effect from 23.02.2015 the petitioner company got converted into a private limited company and its name was changed to its present name viz., NTT Data Global Delivery Services Private Limited.

2. The transferor company, on the other hand, was incorporated on 25.09.2002, under the name and style : Optimal Solutions Integration (Software) Private Limited.

2.1 On 12.05.2014, the transferor company’s name was changed, after obtaining due approvals of the concerned Registrar of Companies, to its present name i.e. NTT Data Optimal India Delivery Services Private Limited.

3. The copies of Memorandum and Articles of Association, as well as, the profit and loss account and the balance sheet as on 31.03.2014, have been filed by the petitioner company.

4. Copy of the Board of Directors’ resolution dated 24.03.2015, concerning the petitioner company, whereby, the scheme has been approved, has also been filed with the petition.

5. The petitioner company has averred that there are no proceedings pending against it, under Sections 235 to 251 of the Act.

6. To recapitulate, the petitioner company had, in the earlier round filed a petition (i.e. the first motion), being: CA(M) No.93/2015, whereby, a prayer had been made for dispensing with, the requirement of convening meetings of only the shareholders and secured creditors, as it did not have any unsecured creditors. This court vide order dated 25.05.2015, having regard to the fact that all the shareholders and all the secured creditors of the petitioner company had given their consent to the scheme, dispensed with the requirement of convening meetings, as prayed.

7. The petitioner company, thereafter, filed the instant petition (i.e. the second motion). Notice in this petition was issued on 06.07.2015. Notices were accepted on behalf of both the Regional Director