COMPA/1586/2014 of APEX KNOWLEDGE TECHNOLOGY PRIVATE LIMITED Vs - on 31 December 2014

O R D E R

HON’BLE SRI JUSTICE A.RAJASHEKER REDDY

COMPA.No.1586 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 transferee 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 02.08.2005. Its authorized share capital isRs.3,50,00,000/-, divided into 35,00,000 equity shares ofRs.10/- each and the issued, subscribed and paid up capital isRs.2,26,13,000/- divided into 22,61,300 equity shares ofRs.10/- each.

The applicant pleaded that it is proposing to amalgamateitself with another company by name M/s Wordworks ApexITES (INDIA) Private Limited (transferee company) and thatthe Board of Directors of the Transferor Company at itsmeeting held on 08.12.2014 approved the scheme ofamalgamation.

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, Telecommunication and 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 155) 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 only one unsecured creditor, which, by its letterdated 10.12.2014 at Annexure-J (page 156 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