Telangana High Court
COMPA/1587/2014 of WORDWORKS APEX ITES (INDIA) PRIVATE LIMITED Vs - on 31 December 2014
A.RAJASHEKER REDDY COMPA.No.1587 OF 2014 O R D E R This Company Application is filed under Section 391(1) of the Companies Act, read with Rule 67 and Rule 9 of the Companies (Court) Rules 1959 (for short ‘ the Act’) for dispensing with the convening of the meetings of the
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O R D E R
HON’BLE SRI JUSTICE A.RAJASHEKER REDDY
COMPA.No.1587 OF 2014
This Company Application is filed under Section 391(1)of the Companies Act, read with Rule 67 and Rule 9 of theCompanies (Court) Rules 1959 (for short ‘the Act’) fordispensing with the convening of the meetings of theshareholders, the secured creditors and the unsecuredcreditors of the applicant-company for the purpose ofconsidering the proposed scheme of amalgamation betweenthe applicant company and the transferor company or forissuing directions for convening the meetings of shareholdersand or creditors and appoint a chairman for such meetings.Heard the learned counsel for the applicant and perusedthe record.
The applicant is a private limited company. It wasincorporated on 19.01.2007. Its authorized share capital isRs.2,26,50,000/-, divided into 22,65,000 equity shares ofRs.10/- each and the issued, subscribed and paid up capital isRs.2,23,97,500/- divided into 22,39,750 equity shares ofRs.10/- each.
The applicant pleaded that it is proposing to amalgamateitself with another company by name M/s Apex KnowledgeTechnology Private Limited (transferor company) and that theBoard of Directors of the Transferee Company at its meetingheld on 08.12.2014 approved the scheme of amalgamation.
The main objects of the transferee company are, it isengaged in the business of providing within India or outsideIndia, computer software and information technology enabledservices in the field of e-publishing, publishing, data andknowledge processing, computerized financial services, callcenter services, Geographical Information Services (GIS),Computer Aided Designs (CAD), Computer AidedManufacturing (CAM), conversion of all types ofEngineering/Drawings to Electronic Media, Telecommunicationand other allied areas.
As regard the equity shareholders, the applicant pleadedthat it has two equity shareholders, which by their consentaffidavits at Annexure–I (page 144 to 148) conveyed noobjection for the proposed scheme of amalgamation.
As regard the secured creditors, the applicant pleadedthat it has no secured creditors.
As regard the unsecured creditors, the applicant pleadedthat it has five unsecured creditors, which, by their respectiveletters dated 19.12.2014, 10.12.2014, 10.12.2014, 16.12.2014and 17.12.2014 at Annexure-K (page 150 to 154 of companypetition) conveyed no objection for the proposed scheme ofamalgamation.
In view of the same, this Court is of the opinion that nopurpose will be served by ordering the holding of the meetingsof the equity shareholders, secured and unsecured creditors ofthe applicant.
Accordingly, the convening of meetings of shareholders,secured and unsecured creditors of the applicant to considerthe proposed scheme of amalgamation are dispensed with.
The Company Application is, accordingly, allowed.
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A.RAJASHEKER REDDY,J
Date: 31.12.2014dv