THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1104 of 2011 Date:30th August, 2011 M/s.Northgate Com Tech Limited, a Company incorporated under the Companies Act, 1956, having its Registered Office at SDE Serene Chambers, 8-2-334, 1st Floor, South Eastern Wing, Road No.7, Banjara Hills, Hyderabad – 500 034, A.P., Rep. by its Director Sri Palacharla Srinivasu ….Applicant (Resulting Company) **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1104 of 2011 ORDER: This Company Application has been taken out by M/s.Northgate Com Tech Limited under Sections 391 and 394 of the Companies Act, 1956, r/w. Rule 9 of the Companies (Court) Rules, 1959, seeking to dispense with the convening of the meeting of the shareholders of the applicant Company. 2. M/s.Northgate Com Tech Limited (hereinafter referred to as ‘the resulting Company’) was incorporated as a private limited company in the State of Andhra Pradesh on 28.05.2010 under Corporate Identity No.U72200AP2010PTC068624 of 2010-11. Later on the Company had become a public limited company. Thereupon, a fresh Certificate of Incorporation came to be obtained from the Registrar of Companies, Andhra Pradesh, Hyderabad, on 01.08.2011. The present authorized share capital of the resulting Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The entire capital has been fully issued, subscribed and paid up. The main objects of the resulting Company are: To design, develop and carry on the business of development of Software tools and platforms providing fast, flexible and reliable commodities trading tools and to provide order management and risk management software tools for Global commodity markets using the quantitative, derivative and Neuro models, more fully described in para.5 of the Application. 3. M/s.Northgate Technologies Limited (hereinafter referred to as ‘the Demerged/Transferee Company’) was originally incorporated under the name and style of Garden Cements Private Limited in the State of Rajasthan on 11.06.1991, under Certificate of Incorporation No.17- 06042 of 1991-92. Later on, the company has become a public limited company with effect from 01.06.1992. The company changed its name from M/s.Garden Cements Limited to Sigma Comp Soft Technologies Limited and obtained a fresh Certificate of Incorporation from the Registrar of Companies, Rajasthan, Jaipur, on 09.02.2000. Later on, the company shifted its registered office from the State of Rajasthan to the State of Andhra Pradesh. The name of the company again came to be changed from M/s.Sigma Comp Soft Technologies Limited to M/s.Northgate BPO Services Limited and obtained a fresh Certificate of Incorporation from the Registrar of Companies, A.P., Hyderabad, on 02.12.2002. The Company again changed its name from M/s.Northgate BPO Services Limited to M/s.Northgate Technologies Limited and obtained a fresh Certificate of Incorporation from the Registrar of Companies, A.P., Hyderabad, on 28.09.2005. The present authorized share capital of the demerged/transferee Company is Rs.50,00,00,000/- divided into 5,00,00,000 equity shares of Rs.10/- each. The present issued, subscribed and paid up capital is Rs.49,14,71,008/- divided into 4,90,18,590 equity shares of Rs.10/- each. The main objects of the demerged/transferee Company are: To design, develop, acquire, assemble, manufacture, distribute, transit, maintain, mortgage, transfer, purchase, sell, hire, lease, import, export and to act as dealer, franchiser, and to provide management and marketing services in the field of data transmission, software development, e-commerce business solutions, hardware, peripherals, consumables, network computers, related activities globally and indigenously and to run software training institutions etc., more fully described in para.10 of the Application. 4. M/s.Green Fire Agri Commodities Private Limited (hereinafter referred to as ‘the transferor Company’) was originally incorporated as a private limited company under the name and style of PNM Commodities Private Limited in the State of Andhra Pradesh on 13.12.2005, under Corporate Identity No.U21019AP2005PTC048420. Later on the company had changed its name to M/s.Green Fire Agri Commodities Private Limited and obtained a fresh Certificate of Incorporation from the Registrar of Companies, Andhra Pradesh, Hyderabad, on 20.04.2010. The present authorized share capital of the transferor Company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.60,82,420/- divided into 6,08,242 equity shares of Rs.10/- each. The main objects of the transferor Company are: To carry on the business of and become a member of Multi Commodities Exchanges and engage in training and clearing activities including all kinds of contracts subject to the rules, regulations and bye-laws of commodity exchanges as prescribed and amended from time to time by the Forward Contract (Regulation) Act, 1952, more fully described in Para.15 of the Application. 5. The purpose of the composite scheme of arrangement and amalgamation has been detailed in para.17 of the Application. It is stated in the application that the Internet Business Undertaking of the demerged/transferee Company is being taken over by the resulting Company and the transferor Company is merged with the demerged/transferee Company. Salient features of the proposed composite scheme of arrangement and amalgamation have been stated in para.19 of the application. The Board of Directors of the resulting Company in the meeting held on 19.05.2011 resolved to approve the proposed composite scheme of arrangement and amalgamation subject to the approval of the shareholders as well as by this Court. 6. There are seven shareholders in the resulting Company. All the seven shareholders of the resulting Company have placed on record their notarized affidavits, which find place at page Nos.215 to 222 of the material papers. Hence, this application by the resulting Company seeking the prayer stated supra. 7. Heard learned counsel appearing for the resulting Company and perused the material brought on record. 8. Learned counsel appearing for the resulting Company submits that the Board of Directors of the resulting Company in its meeting held on 19.05.2011 have passed resolution approving the proposed scheme of arrangement and that the shareholders of the resulting Company have placed on record their notarized affidavits consenting for the proposed composite scheme of arrangement and amalgamation and therefore, convening the meeting of the shareholders of the resulting Company is required to be dispensed with. 9. I have gone through the resolution passed by the Board of Directors and also the notarized affidavits of the shareholders of the resulting Company. The Board of Directors of the resulting Company have passed resolution giving their consent for the proposed composite scheme of arrangement and amalgamation. The shareholders of the resulting Company also placed on record their notarized affidavits consenting for the proposed composite scheme of arrangement and amalgamation. In that view of the matter, there is no need of convening the meeting of the shareholders of the resulting Company. 10. Accordingly, the Company Application is ordered dispensing with the holding of the meeting of the shareholders of the applicant Company. No costs. ______________________ B.SESHASAYANA REDDY, J. Date:30th August, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1104 of 2011 Date:30th August, 2011