IN THE HIGH COURT OF JUDICATURE OF ANDHRA PRADESH AT HYDERABAD (ORIGINAL JURISDICTION) MONDAY THE FOURTEENTH DAY OF SEPTEMBER TWO THOUSAND NINE PRESENT THE HON’BLE SRI JUSTICE V.V.S.RAO COMPANY PETITION Nos.39 and 40 of 2009 CONNECTED WITH COMPANY APPLICATION Nos.352 and 353 of 2009 In the matter of Companies Act, 1956 (1 of 1956) and In the matter of Sections 391 and 394 of the said Act and In the matter of Scheme of Amalgamation of M/s.Earthlink Software Private Limited (Transferor Company) with M/s.Invomed Cotab Private Limited (Transferee Company) Company Petition No.39 of 2009 M/s. Earthlink Software Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 12B, Surya Enclave, Tirmulghiri, Secunderabad – 500 015. Represented by its Director, Smt. Divita Gulati. … Petitioner/ Transferor Company. Company Petition No.40 of 2009 M/s. Invomed Cotab Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 8-2-293/82/A/1156, Road No.57, Jubilee Hills, Hyderabad – 500 033. Represented by its Director, Sri Sunil Gulati. … Petitioner/ Transferee Company. THE COURT MADE THE FOLLOWING COMMON ORDER ON PETITIONS The above petitions coming on for hearing on 14th September 2009, upon reading the said petitions, the orders dated 17.04.2009 in Company Application Nos.352 and 353 of 2009 dispensing with requirement of convening the meeting of shareholders of the above named companies for the purpose of considering and approving with or without modification the scheme of amalgamation to be made between the transferor and the transferee companies and also on going through the consent obtained from all the equity shareholders of the petitioner companies filed before this Court by way of affidavits, and this Court having noticed that the petitions have been advertised in the newspapers namely “Business Standard ” and “Andhra Jyothi” Hyderabad Editions on 09.05.2009 and having noticed that no objection of any nature has been received for the proposed scheme of amalgamation from the public and upon hearing Sri V.S.Raju, Advocate for the petitioners and it is appearing from the affidavits of the shareholders and creditors that the proposed scheme of amalgamation has been approved/consented by all the shareholders and creditors of the petitioner companies. The Central Government as well as the Official Liquidator filed affidavits. After considering the same and having gone through the affidavits and no objection letters and noticing that there are no sustainable objections therein, this Court doth herein sanction the scheme of amalgamation as set out in paragraph 14 of the petitions herein and schedule thereto (Annexure-A5) and doth hereby declare that the same is binding on all the shareholders and creditors of the above named companies. This Court also observes that the consolidated accounts of the transferee company shall be finalized as per the accounting standards as applicable to the scheme of amalgamation. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation and that the transferor company and transferee company shall pay the costs of these petitions set at Rs.3,000/- each to the Assistant Solicitor General, and the transferor company shall pay costs of Rs.3,000/- to the learned Counsel for the Official Liquidator Sri M.Anil Kumar, and that the said companies do file with the Registrar of Companies the certified copies of the orders within 30 days from this date. The Company Petitions are accordingly allowed. ____________ (V.V.S.RAO, J) 14.09.2009 vs