THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.751 of 2011 Date:11th July, 2011 M/s. HSBC ELECTRONIC Data Enterprise India Private Limited, having its Registered Office at HSBC House, Plot No.8, Survey No.64 (Part), Hi-tech City, Madhapur, Hyderabad – 500 08, Andhra Pradesh, rep. by its Authorised Signatory Mr.Anil Gupta S/o.Mr.R.P.Gupta, Aged 42 years, resident of Hyderabad. ….Applicant/Transferee Company *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.751 of 2011 ORDER: This Company Application has been taken out by M/s.HSBC Electronic Data Enterprise India Private Limited (hereinafter referred to as ‘the Transferee Company’) under Section 391 r/w. Sections 78 and 101(3) of the Companies Act, 1956, r/w. Rules 47, 67, 69 and 9 of the Companies (Court) Rules, 1959, seeking to dispense with the holding of the meeting of the shareholders of the transferee company and also to dispense with the need for compliance with the procedure laid down in Section 101(2) of the Companies Act, 1956. 2. The applicant is a company registered under the provisions of the Companies Act, 1956, on 14.03.2000. The registered office of the transferee company is at HSBC House, Plot No.8, Survey No.64 (Part), Hitech City, Madhapur, Hyderabad, Andhra Pradesh. The main objects of the transferee Company as set out in the memorandum of association are: to carry on the business of electronic data processors, manufacturers, assemblers, buyers, sellers, exporters, importers, developers, designers and dealers, in all types of computers software and hardware, peripherals or accessories and to act as system analysts, programmers, data processors, call centre operators and to render all other services in connection herewith which may also include engineering, e-commerce, internet, administrative, secretarial, commercial, industrial, marketing, technology, research and development, personnel, training, labour, accounting, financial, investment, taxation, management, legal and project management consultancy and services to persons, companies, corporate bodies, firms, trusts, associations or organizations.. The authorized share capital of the transferee company is Rs.450,00,00,000/- divided into 450,00,000 equity shares of Rs.100/- each. The issued, subscribed and paid up share capital is Rs.345,79,64,200/- divided into 3,45,79,642 equity shares of Rs.100/- each. 3. M/s.HSBC Operations and Processing Enterprise (India) Private Limited (hereinafter referred to as ‘the transferor Company’) was incorporated on 19.01.2001 vide Regn. No.0-130529 (CIN U66030MH2001PTC130529) with the Registrar of Companies, Mumbai. The registered office of the transferor company is situated at Umang, Plot CTS No.1406-A/28, Mindspace, New Link Road, Behind Inorbit Mall, Malad (West), Mumbai – 400 064. The main objects of the transferor company as set out in the memorandum of association are to carry on back office and any other support activities for financial services companies, including call centre and data processing activities through electronic and other means and all other activities derived from and/or necessary for supporting these activities. 4. The transferee company commenced its commercial operations in the year 2000 and whereas, the transferor company commenced its operations in the year 2001. The proposed amalgamation of the transferor company with the transferee company would enable the transferee company to carry on the combined business more economically and more efficiently. The Board of Directors of the transferee company in its meeting held on 19.05.2011 approved the scheme of amalgamation and arrangement. There are only two shareholders in the transferee company. Both the shareholders of the transferee company placed on record their notarized affidavits, which find place at page Nos.189 to 192 and 201 to 204. There are no secured or unsecured creditors. Hence, this application by the transferee Company seeking the prayer stated supra. 5. Heard learned counsel appearing for the transferee Company and perused the material brought on record. 6. Learned counsel appearing for the transferee Company submits that the Board of Directors of the transferee Company in its meeting held on 19.05.2011 have passed resolution approving the proposed scheme of amalgamation and arrangement and that the shareholders of the transferee company have placed on record their notarized affidavits consenting for the proposed scheme of amalgamation and arrangement and therefore, the procedure contemplated under Section 101 (2) of the Companies Act, 1956, needs no compliance. 7. I have gone through the resolution passed by the Board of Directors and also the notarized affidavits of the shareholders of the transferee Company. There are no secured or unsecured creditors to the transferee Company. The Board of Directors of the transferee Company have passed resolution giving their consent for the proposed scheme of amalgamation and arrangement. The shareholders of the transferee Company also placed on record their notarized affidavits consenting for the proposed scheme of amalgamation and arrangement. In that view of the matter, there is no need of convening the meeting of the shareholders and also for compliance of the procedure laid down under Section 101(2) of the Companies Act, 1956. 8. Accordingly, the Company Application is ordered dispensing with the holding of the meeting of the shareholders of the applicant company and also dispensing with the need for compliance with the procedure laid down in Section 101(2) of the Companies Act, 1956. No costs. ______________________ B.SESHASAYANA REDDY, J. Date:11th July, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.751 of 2011 Date:11th July, 2011