JUDGMENT I (a) The petitioner, for short 'Transferee Company", in Company Petition No.250/2012 is a company incorporated under the Companies Act 1956, for short 'Act', on 19.4.1995 in the State of Karnataka having its registered office at the address shown in the cause title carrying on business of developing software computer applications, providing total computer solutions such as consultancy, system study, processing, hiring etc., amongst others, as disclosed in the Memorandum and Articles of Association, Annexure-B. b) The particulars of the authorised, issued, subscribed and paid up share capital of the Transferee Company are more fully set out in paragraph 4 of the petition. The provisional balance sheet of the transferee company made upto 31.3.2012 while the audited balance sheet enclosed to the memo dated 15.3.2013 discloses its assets and liabilities. c) The Board of Directors of the transferee company in the meeting held on 24.5.2012 approved and adopted the Scheme of Arrangement, Annexure-A, proposing to merge into the Indian undertaking of "M/s Virage Logic International" registered with the Registrar of Companies NCT Delhi and Haryana which branch office was shifted to Bangalore with effect from 22.12.2011, for short "Transferor Company No.1", while M/s. Virage Logic International has its registered office at No.700 E, Middlefield Road, Mountain View, CA 94043; "M/s Extreme Design Automation Software India Private Limited" a company incorporated on 27.11.2007 in the State of Karnataka, for short "Transferor Company No.2" and "M/s Magma Design Automation India Private Limited" a company incorporated on 21.3.2003 in the State of Karnataka, for short "Transferor Company No.3". d) The transferee company made an application in CA No.1301/2012, whence this Court by order dt. 2.11.2012 dispensed with the convening of the meetings of its shareholders and creditors to consider the Scheme of Arrangement, Annexure-A. II(a). d) The transferee company made an application in CA No.1301/2012, whence this Court by order dt. 2.11.2012 dispensed with the convening of the meetings of its shareholders and creditors to consider the Scheme of Arrangement, Annexure-A. II(a). The petitioner in Company Petition No.251/2012 incorporated on 19.9.1997 under the California Corporations law has its registered office in California, U.S.A. and carries on business in its Branch in India registered with the Registrar of Companies NCT of Delhi and Haryana, and subsequently, the branch office was shifted to Bangalore with effect from 22.12.2011, for short "Transferor Company No.1", engaged in the business of providing software solutions as set out in the Memorandum and Articles of Association, Annexure-D. b) The particulars of the authorised, issued, subscribed and paid up share capital of the Transferor Company No.1 are more fully set out in paragraph 12 of the company petition. The provisional Balance Sheet made upto 31.3.2012, Annexure-E, and the audited Balance Sheet as on 31.3.2012 enclosed to the memo dated 15.3.2013 discloses the assets and liabilities of its Indian Branch. c) The Board of Directors of the Transferor Company No.1 in the meeting held on 9.10.2012 approved and adopted the Scheme of Arrangement, Annexure-A, whereunder its Indian undertaking is proposed to be merged with the Transferee company. d) The transferor company No.1 made an application in CA No.1302/2012, whence this court by order dt. 2.11.2012 dispensed with the convening of the meeting of its shareholders and creditors to consider the Scheme of Arrangement, Annexure - A. III (a). The petitioner in Company Petition No.252/2012, (for short "Transferor Company No.2"), incorporated on 27.11.2007 in the State of Karnataka carries on business of providing software solutions as well as indicated in its Memorandum and Articles of Association, Annexure-F. b) The particulars of the authorised, issued, subscribed and paid up share capital of the Transferor company No.2 are more fully set out in paragraph 15 of the petition. The audited Balance sheet made upto 31.3.2012, Annexure-G, discloses its assets and liabilities. c) The Board of Directors of the transferor company No.2 in the meeting held on 24.5.2012 approved and adopted the Scheme of Arrangement, Annexure-A, whereunder it is proposed to be merged with the Transferee company. d) The transferor company No.2 made an application in CA No.1303/2012, whence this court by order dt. c) The Board of Directors of the transferor company No.2 in the meeting held on 24.5.2012 approved and adopted the Scheme of Arrangement, Annexure-A, whereunder it is proposed to be merged with the Transferee company. d) The transferor company No.2 made an application in CA No.1303/2012, whence this court by order dt. 2.11.2012 dispensed with the convening of the meetings of its shareholders and creditors to consider the Scheme of Arrangement. IV(a). The petitioner in Company Petition No.253/2012, for short "Transferor Company No.3", incorporated on 21.3.2003 in the State of Karnataka carries on business of developing leading edge EDA (Electronic Design Automation) Software and Product Engineering Solutions amongst others as disclosed in its Memorandum and Articles of Association, Annexure- H. b) The particulars of the authorised, issued, subscribed and paid up share capital of the Transferor Company No.3 are more fully set out in paragraph 20 of the petition. The audited Balance sheet made upto 31.3.2012, Annexure-J, discloses its assets and liabilities. c) The Board of Directors of the transferor company No.3 in the meeting held on 21.5.2012 approved and adopted the Scheme of Arrangement, Annexure-A, whereunder it is proposed to be merged with the Transferee company. d) The transferor company No.3 made an application in CA No.1304/2012, whence this court by order dt. 2.11.2012 dispensed with the convening of the meetings of its shareholders and creditors to consider the Scheme of Arrangement. 2. Petitions when admitted, notices ordered on Regional Director of Company Affairs, Hyderabad, as well as the Official Liquidator, have not filed objections to the proposed scheme of Arrangement. 3. The material on record discloses that the Indian undertaking of the Transferor Company No.1 is valued at Rs.11,12,00,000/-, the consideration that the Transferor Company No.1 would be entitled to receive from the transferee company for transfer of its Indian undertaking. Upon the scheme becoming effective, the transferee company is to pay the entire consideration of Rs.11,12,00,000/- by cash to the transferor company No.1 subject to applicable taxes and other levies. The balance sheets of the transferor company Nos.1, 2 and 3 reflect their assets and liabilities. Upon the scheme becoming effective, the transferee company is to pay the entire consideration of Rs.11,12,00,000/- by cash to the transferor company No.1 subject to applicable taxes and other levies. The balance sheets of the transferor company Nos.1, 2 and 3 reflect their assets and liabilities. The Board of Directors of the Transferee Company as well as Transferor Company Nos.1, 2 and 3 have opined that the merger of the Transferor Company Nos.1 and that of Transferor company Nos.2 and 3 with the Transferee Company would be beneficial and profitable to operate as a single unit instead of different units and that the Transferee company is a consistent profit making company. 4. According to the learned counsel for the petitioners, the Scheme does not affect the rights of members or creditors of the Transferee Company as well as Transferor company No.1; Transferor Company Nos.2 and 3 and also does not involve reorganisation of the share capital of the Transferee company, as disclosed in the scheme of arrangement, Annexure - 'A'. 5. The material on record further discloses that the transferor company Nos.1, 2 and 3 have complied with Section 391 of the Companies Act, 1956, in addition, to statutory requirement of Section 391(2). 6. Despite publication of hearing of these petitions, none of the shareholders, creditors, employees or other persons have appeared before Court to oppose the Scheme of Arrangement, Annexure-'A'. 7. The terms of the Scheme of Arrangement indicate that with effect from the said date, all debts, liabilities, dues and obligations of the Indian undertakings of the Transferor company No.1 and that of Transferor company Nos.2 and 3, any accretions or additions or deletions thereto, after the appointed date shall without any further act or instrument or deed stand transferred or deemed to be transferred and vested in the Transferee company so as to become as and from the date, the debts, liabilities, dues and obligations of the Transferee Company. Upon the Scheme becoming effective: (a) The Transferee Company shall pay entire consideration of Rs.11,12,00,000/- by cash to the Transferor Company No.1 subject to all applicable taxes and other levies. (b) "13 (Thirteen) fully paid up equity shares of Rs.10/-each of the Transferee Company shall be issued and allotted for every 10(Ten) equity shares of Rs.10/- each held in the Transferor Company No.2 (hereinafter referred to as "New Equity Shares". (b) "13 (Thirteen) fully paid up equity shares of Rs.10/-each of the Transferee Company shall be issued and allotted for every 10(Ten) equity shares of Rs.10/- each held in the Transferor Company No.2 (hereinafter referred to as "New Equity Shares". (c) "1 (One) fully paid up equity shares of Rs.10/-each of the Transferee Company shall be issued and allotted for every 2 (Two) equity shares of Rs.10/-each held in the Transferor Company No.3 (hereinafter referred to as "New Equity Shares)". 8. All the employees of the Indian undertakings of the transferor company No.1 and transferor company Nos.2 and 3, in service, on the effective date, shall become employees of the Transferee company, on such date, without any break or interruption in service and on the terms and conditions not less favourable than those subsisting with the Indian undertakings of the transferor company No.1 and transferor company Nos.2 and 3. As already noticed supra, no employee of the transferor companies Nos.1, 2 and 3 appeared before Court to oppose the Scheme of Arrangement. Thus, the interest of the employees is taken care of. 9. In these petitions, the question that arises for decision making is, whether sanction of Scheme of Arrangement of the Indian undertakings of the Transferor Company No.1, being a 'Body Corporate' under Section 2(7) of the Companies Act is permissible under Section 391 to 394 of the Companies Act, 1956? 10. The Transferor company No.1 being a company incorporated outside India its Indian undertaking registered in India, falls within the definition of the term 'Body Corporate' under Sub- section (7) of Section 2 of the Act. The term 'Body Corporate' has a wider connotation of company and is used in several Sections of the Act not only to the companies incorporated in India, but also foreign companies. Sub-section 4(b) of Section 394 of the Act, while defining 'Transferee company' does not include any company other than a company within the meaning of the Act, but the 'transferor company' includes any body corporate whether a company within the meaning of the Act or not. 11. Sub-section 4(b) of Section 394 of the Act, while defining 'Transferee company' does not include any company other than a company within the meaning of the Act, but the 'transferor company' includes any body corporate whether a company within the meaning of the Act or not. 11. A plain reading of the provisions of the Act, more appropriately, Sections 391 to 394 in Chapter V, there is no doubt that the legislature invested in this Court the power of wide amplitude having regard to the arbitration, reconstruction, compromise and arrangement entered into between the company for any purpose conducive to the interest of shareholders, without any fetters while according sanction of the Scheme. Hence, the question is answered in the affirmative. 12. From the factual matrix noticed supra, the Indian undertakings of the Transferor company No.1 and Transferor company Nos.2 and 3 proposed to be merged with the Transferee company, have sought for sanction of the Scheme of Arrangement, Annexure - 'A'. The orders of this court would bind the companies, its members and creditors. 13. For the reasons stated supra, the petitioners have made out a case to accord sanction of the Scheme of Arrangement, Annexure-'A'. Hence, the following: ORDER i) The Scheme of Arrangement, Annexure-A, proposed by the Transferor company No.1 and Transferor company No.2 as well as Transferor Company No.3 and transferee company, is hereby sanctioned and binding on the transferor company Nos.1, 2 and 3 and Transferee company, their shareholders and creditors. ii) Petitioners are directed to serve a copy of this order on the Registrar of Companies in the State of Karnataka, NCT New Delhi and Haryana within 30 days. iii) Registry is directed to draw up a decree in Form No.42, subject to payment of stamp duty. iv) The Transferor Company Nos.2 and 3 shall stand dissolved without an order of winding up.