THE HON’BLE Ms. JUSTICE G.ROHINI Company Application Nos. 28 and 29 of 2011 Date: 29.01.2011 Between: C.A.No.28 of 2011 Mack Soft Tech Private Limited, Hyderabad. …Applicant /Transferee comp C.A.No.29 of 2011 Quinn Logistics India Private Limited … applicant/Transferor Company THE HON’BLE Ms. JUSTICE G.ROHINI Company Application Nos. 28 and 29 of 2011 COMMON ORDER: The applicant in C.A.No.28 of 2010 is Mack Soft Tech Private Limited (herein after referred to as the Transferee company). The applicant in C.A.No.29 of 2011 is Quinn Logistics India Private Limited (herein after referred to as the Transferor company). These two applications are filed under Section 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 with a prayer to dispense with the convening of the meetings of the shareholders as well as the creditors of the transferor and transferee companies. I have heard the learned counsel for the applicants and perused the material available on record. The transferor company was incorporated on 15.03.2007 under the Companies Act, 1956 under the name and style of Quinn Logistics India Private Limited. The registered office of the Transferor company is situated at Qcity, Block A, 6th Floor, Sy.NO.109, 110 and 111/2, Nanakramguda village, Serilingampally Mandal, Hyderabad 500019. The authorized share capital of the transferor company, as on 31.12.2009 was Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferor company as on 31.12.2009 was Rs.4,00,000/- comprising of 40,000 equity shares of Rs.10/- each. The objects of the transferor company as set out in the memorandum of association have been specified in para 5 of C.A.No.29 of 2011. The transferee company was incorporated on 08.08.2003 under the provisions of the Companies Act, 1956 under the name and style of “Mack Soft Soft Tech Private Limited. The registered office of the transferee company is situated at Qcity, Block A, 6th Floor, Sy.No.109, 110 & 111/2, Nanakramguda Village, Serilingampally Mandal, Hyderabad 500019. The authorized share capital of the transferee company, as on 31.12.2009 was Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferee company as on 31.12.2009 was Rs.1,0,000/- comprising of 10,000 equity shares of Rs.10/- each. The objects of the transferee company as set out in the memorandum of association have been specified in para 6 of the C.A.No.28 of 2011. Having proposed a Scheme of Arrangement and Amalgamation to amalgamate the transferor company with the transferee company, the respective Board of Directs of the transferor and transferee companies at their meetings held on 01.12.2010 passed resolutions approving the proposed Scheme. A copy of the proposed scheme has been annexed to the company applications and the salient features of the Scheme have also been enumerated in both the applications. It is further stated that both the transferor and transferee companies did not have secured creditors. So far as the transferor company is concerned, it is stated that all the unsecured creditors have provided their written consent to the proposed Scheme of Arrangement and Amalgamation and expressed in writing their willingness to dispense with the holding of their meeting for approval of the said scheme. Similarly, the unsecured creditors of the transferee company have also provided their written consent to the proposed scheme and expressed in writing their willingness to dispense with the holding of their meeting for approval of their scheme. It is further stated that all unsecured creditors of the transferee company are sundry in nature and they are in the course of day to day business of the company and the proposed scheme is not prejudicial to the interest of the unsecured creditors. The latest audited accounts filed by the transferor and transferee companies as on 30.03.2010 indicating that the companies are in solvent position has also been enclosed. While enclosing the copies of the written consent given by the unsecured creditors of both the transferor and transferee companies, these two applications have been filed with a prayer to dispense with to convene and holding of the meeting of the shareholders and the unsecured creditors for the purpose of considering the proposed Scheme of Arrangement and Amalgamation. The letters from all the shareholders of the transferor and transferee companies conveying their approval to the Scheme of Arrangement and Amalgamation and consenting to the dispensation with the requirement to hold the shareholders meeting have been enclosed to the respective applications as Ex.J. A perusal of the documents filed in Ex.J and Ex.L along with the company applications shows that the shareholders as well as the unsecured creditors have given their positive consent to the proposed Scheme of Arrangement and Amalgamation. Having regard to the facts and circumstances noticed above, particularly in view of the affidavits given by the shareholders and unsecured creditors expressing their positive consent to the proposed Scheme of Arrangement and Amalgamation, I am of the opinion that there is no need for convening and holding the meetings of the shareholders and unsecured creditors of the transferor and transferee companies for considering the proposed scheme of Arrangement and Amalgamation. Accordingly, the company applications are allowed as prayed for and convening of meeting of the shareholders and unsecured creditors of the applicant companies is hereby dispensed with. ______________ G.ROHINI,J Date: 29.01.2011 KLP