HON’BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY APPLICATION No. 362 of 2010 O R D E R: This application has been taken up by M/s. Arsin Systems Private (hereinafter referred to as (‘Transferor company’) U/Secs. 391 and 394 of the Companies Act 1956 R/w. Rule 67 of the Company (Court) Rules, 1959 to dispense with the convening of the meeting of the equity shareholders as well as the unsecured creditors of the company. 2. The Transferor company is incorporated under the provisions of the Company Act 1956 on 24-03-2000. Its authorized share capital as on 31-03-2009 was 10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.85,58,600/- divided into 8,55,560 of equity shares of Rs.10/- each. The objects of the Transferor Company are detailed in para 5 of the application. 3. The Transferor company is being merged with Semantic Space Technologies Limited (hereinafter referred to as ‘Transferee company’). The authorized share capital of the Transferee Company as on 31.03.2009 is Rs.2,50,00,000/- comprising 2,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferee Company is Rs.11,87,72,720/- comprising 1,20,28,215 equity shares of Rs.10/- each. The Board of Directors of the Transferee Company as well as Transferor Company at their meeting held on 1-4-2010 have passed a resolution approving the proposed scheme of amalgamation. The Transferor company is a wholly owned subsidiary of the transferee company. Hence this application seeking the reliefs as stated above. 4. Heard the learned counsel for the applicant-transferor company and perused the material brought on record. 5. Considering the fact that the Board of Directors of the Transferee company in its meeting held on 1-04-2010 passed a resolution approving the proposed scheme of amalgamation and since the Transferee Company is holding the entire equity shares of the transferor company, there is no need to convene a meeting of the unsecured creditors as well as the equity shareholders of the company. 6. Accordingly, the application is allowed dispensing with the meeting of shareholders and unsecured creditors of the applicant company. ____________ 30-04-2010 Mjl/* HON’BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY APPLICATION No. 362 of 2010 Dated: 30-4-2010 Mjl/*