THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY C.P.Nos.112 & 113 OF 2011 COMMON ORDER These two company petitions have been filed under Sections 391 and 394 of the Companies Act, 1956 seeking to sanction the scheme of amalgamation. M/s. Advanced Consulting Partners (India) Private Limited (herein after referred to as the “transferor company”) is the petitioner in C.P.No.112 of 2011 and M/s.Bodhtree Consulting Limited (hereinafter referred to as the “transferee company”) is the petitioner in CP No.113 of 2011. The transferor company was incorporated as a private limited company in the State of Andhra Pradesh on 31-12-2009 under the Certificate of Incorporation No.01- 66511. The authorized share capital of the transferor company is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferor company is Rs.91,00,000/- divided into 9,10,000 equity shares of Rs.10/- each fully paid up. The main objects of the transferor company are to carry on in India or elsewhere the business of consulting to develop, process, buy, sell, export and import of software and its related areas and to render consulting in the areas of software, to act as consultant, advisor, representative, counselor, advisor for project consulting, technical know how, feasibility studies and solutions in all its branches such as Information Technology and communication engineering, imports and exports etc., more fully described in paragraph No.5 of Company Petition No.112 of 2011. The transferee company was incorporated as a private limited company under the name and style of Anant Resources Limited on 16-07-1982 in the State of West Bengal, vide Certificate of Incorporation No.35081 of 1982. Later on the company had shifted its registered office from State of West Bengal to Chennai in the State of Tamil Nadu by altering its Memorandum of Association and such alteration was confirmed by the Company Law Board, Eastern Region Bench, Kolkata. Thereafter, the company had changed its name to its present name i.e., Bodhtree Consulting Limited after passing the necessary resolution on 16-09-2000 in terms of Section 391/394 of the Companies act, 1956 read with order of the High Court of Madras dated 19-09-2001 and obtained fresh Certificate of Incorporation on 11-1-2002. The company had shifted its registered office from the State of Tamilnadu to the State of Andhra Pradesh by altering its Memorandum of Association and obtained fresh Certificate of Incorporation on 17-2-2003. The authorized share capital of the transferee company is Rs.7,00,00,000/- divided into 70,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee company is Rs.6,34,21,670/- divided into 63,42,167 equity shares of Rs.10/- each. The main objects of the transferee company are to carry on the business of consultants and providers of technical services in the fields of information technology, software development, website designing, internet services, e- commerce, multi media applications, computer architecture and all other activities relating to computers, communication and electronic media, whether in India or abroad etc, more fully described in paragraph No.10 of C.P.No.113 of 2011. The transferor and the transferee companies are engaged in the business of software and other information technology related services. According to the petitioners, the proposed amalgamation would ensure better business opportunities and focus on high end projects. In view of the advantages of amalgamation, the Board of Directors of the transferor and the transferee companies at their respective meetings held on 19-2-2011 approved the scheme amalgamation of the transferor company with the transferee company with effect from 1-4-2010 subject to the approval/consent of the shareholders and confirmation by this Court. The meeting of the shareholders of the transferor company came to be dispensed with as per order dated 20-4-2011 in C.P.No.532 of 2011. As per orders in C.P.No.533 of 2011, a Chairperson came to be appointed to convene the meeting of the shareholders of the transferee company on 30th May, 2011 at 11-00 A.M at Hotel One Place, P.R.R.Estate, 2-22-298, Behind K.P.H.B Bus Stop, Hyderabad. Accordingly, the Chairperson conducted the meeting of the shareholders on 30th May, 2011 and submitted his report. As per the report of the Chairperson, all the shareholders voted in favour of the resolution proposing the scheme of amalgamation. Hence, these company petitions seeking sanction the scheme of amalgamation. The company petitions came to be admitted on 1-7- 2011. The petitioners were directed to take out publication in English Daily of ‘Business Standard’ and Telugu Daily of ‘Andhra Bhoomi’, besides taking out notice to the Regional Director, South East Region, Ministry of Corporate Affairs, Kendriya Sadan, Sultan Bazar, Koti, Hyderabad, and the Official Liquidator, Hyderabad, notifying the date of hearing of the petition as 8-8-2011. The petitioners filed proof of publications. The Official Liquidator placed on record his report in C.P.No.112 of 2011. It is stated in the report that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial in the interests of its members or to the public interest. Common affidavit has been filed by the Regional Director, South East Region, Hyderabad. No objections have been raised by the Regional Director in his common affidavit. Heard the learned counsel appearing for the petitioners and the learned Assistant Solicitor General representing the Regional Director, South East Region, Hyderabad and Sri Anil Kumar, learned counsel appearing on behalf of the Official Liquidator. The Board of Directors/shareholders considered the proposed scheme of amalgamation and approved the same. The transferor company placed on record no objection certificates issued by the secured creditors. Despite publication in two leading newspapers i.e., “Business Standard” and “Andhra Bhoomi” no objections have been received from any quarter resisting the scheme of amalgamation. From the material on record, the scheme of amalgamation appears to be fair and reasonable. The petitioners have complied with all the statutory provisions. The proposed scheme of amalgamation is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the scheme. The proposed scheme of amalgamation does not affect the employees of the transferor company in any manner and they would continue to enjoy the same benefits as they used to enjoy before the proposed amalgamation. In the facts and circumstances, I do not see any impediment in sanctioning the scheme of amalgamation as proposed since all the requisite statutory compliances have been fulfilled. The transferor company shall stand dissolved with effect from 1-4-2010, without the process of winding up pursuant to and in accordance with provisions of Section 394 of the Companies Act, 1956. The transferee company do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from the date of obtaining certified copy of the order. The transferee company shall pay the necessary stamp duty as provided under Article 20 (d) of Schedule 1-A of the Stamp Act, 1989 as applicable to the State of Andhra Pradesh. The transferee company shall pay a sum of Rs.5,000/- to the Regional Director, South East Region, Hyderabad and the transferor company shall pay Rs.5,000/- to the Official Liquidator attached to this Court towards the costs of this petition. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation. Accordingly, the company petitions are allowed. __________________________ B.SESHASAYANA REDDY,J rkk Dated: 10 -8-2011