THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1523 of 2011 ORDER: This application has been filed by M/s.CES Private Limited, hereinafter referred to as the Transferor Company, under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of Companies (Court) Rules,1959 to dispense with convening of the meeting of the shareholders. 2. The transferor company was originally incorporated as a private limited company under the name and style of M/s.Computech Enterprises Solutions Private Limited on 25th day of October, 2001 under Certificate of Incorporation No. 01-37992 of 2001-2002. Later on the company had changed its name to M/s.CES Private Limited and obtained fresh certificate of Incorporation from the Registrar of Companies, Andhra Pradesh, Hyderabad on 23.08.2005. 3. The authorized share capital of the Transferor Company is Rs.7,00,00,000/- divided into 7,00,000/- equity shares of Rs.100/- each. The issued, subscribed and paid up share capital of the company is Rs.6,96,00,000/- divided into 6,96,000/- equity shares of Rs.100/- each. 4. The main objects of the transferor company are to do business of software research, development, implementation, trading, training, management information technologies, consultancies, net working and related services etc. more fully described in Para No.6 of the company application. 5. The “SAESL”, hereinafter referred to as the Transferee Company was incorporated as a public limited company on 10th April, 1985 in the State of Maharashtra. The company had shifted its registered office from the State of Maharashtra to the State of Gujarat by altering the provisions of its Memorandum of Association. Later on the company had changed its name to M/s.Serve-All Investments Limited and obtained fresh certificate of incorporation from the Registrar of Companies, Gujarat, Ahmedabad on 20-09-1995. Thereafter, it changed its registered office from the State of Gujarat to the State of Andhra Pradesh by altering the provisions of its Memorandum of Association. 6. The authorised share capital of the transferee company is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each. The main objects of the transferee company are to manufacture either for its own use or for sale in India or for export outside India computer systems, more fully described in Para 11 of the application. 7. Business Division and Customised Software Development Division are being de-merged from the transferor company and being merged with the transferee company. 8. The Board of Directors of the transferor and the transferee companies at their respective meetings held on 8th and 9th June,2010 have approved the scheme of arrangement. There are 11 shareholders. All the shareholders placed on record their affidavits for the proposed scheme of arrangement. Their affidavits find place at page Nos.183 to 243. 9. In view of the affidavits placed on record consenting for the proposed scheme of arrangement, convening of the meeting of the shareholders is dispensed with. 10. The application is accordingly ordered. _____________________ B.S REDDY,J 27.9.2011 Stp THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1523 of 2011 27.9.2011