THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.532 of 2011 (Dated : 20-04-2011) Between: M/s. Advanced Consulting Partners (India) Private Limited ..Applicant/Transferor Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.532 of 2011 ORDER: This application has been taken out by M/s.Advanced Consulting Partners(India) Private Limited under Sections 391 and 394 of the Companies Act, 1956 with a prayer to dispense with the convening of the meeting of the shareholders of the applicant-companies. 2. M/s.Advanced Consulting Partners (India) Private Limited (hereinafter referred to Transferor company) was incorporated as a private limited company in the State of Andhra Pradesh on 31st December, 2009 under the certificate of Incorporation No.01-65511. The present authorized share capital of the Transfer 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 company is Rs.91,00,000/- divided into 9,10,000 equity shares of Rs.10/- each fully paid up. 3. The main objects of the Transferor Company is to carryon 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 etc., more fully described in para 5 of the application. 4. M/s. Bodhtree Consulting Limited (hereinafter referred to as “the Transferee Company”) was originally incorporated as a public limited company under the name and style of Anant Resources Limited on 16-7-1982 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 Tamilnadu by altering its Memoraundum of Association and such alteration was confirmed by the Company Law Board, Eastern Region Bench, Kolkata. Later on the company had changed its name to the present name, i.e., BODHTREE CONSULTING LIMITED after passing the necessary resolution on 16.9.2000 in terms of Section 391/394 of the Companies Act, 1956 and obtained a fresh certificate of incorporation. Thereafter, 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 it obtained a fresh certificate of incorporation from the Registrar of Companies, Andhra Pradesh, Hyderabad. 5. The present 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 company is Rs.6,34,21,670/- divided into 63,42,167 equity shares of Rs.10/- each. The transferee company was mainly engaged to carry business of consultants and providers of technical services in the fields of information technology, software development, website designing, internet services etc., more fully described in para 10 of the application. The Transferor and transferee companies are engaged in the business of software development and other information technology related services. 6. The Board of Directors of the Transferor Company and Transferee Company at their respective meetings held on 19th February 2011 approved the scheme of amalgamation of the transferor company with the transferee company with effect from 1st April, 2010 subject to the approval/consent of the shareholders and confirmation by this Court. The number of shareholders in the Transferor Company is only two and they are Bodhtree Solutions Inc and Sandhya Rachpalle. Both the shareholders placed on record their notarized affidavits agreeing for the proposed scheme of amalgamation Hence, this application by the applicant company with a prayer stated supra. 7. Heard Sri V.S.Raju, learned counsel appearing for the applicant company and perused the affidavit filed in support of the petition as well as annexures enclosed to the application. 8. As noted above, the Board of Directors of the Transferor Company approved the scheme of amalgamation. The Transferor company has only two shareholders and the affidavits of the shareholders have been placed on record. The shareholders expressed their consent for the proposed scheme of amalgamation. 9. Having regard to the facts and circumstances noted above, particularly keeping in view that all the shareholders of the applicant company have given their consent for the proposed scheme of amalgamation, I am of the opinion that there is no need for convening the meeting of the shareholders of the applicant company for the purpose of considering the proposed scheme of amalgamation. 10. Accordingly, the company application is allowed as prayed for and convening the meeting of the shareholders of the applicant company is hereby dispensed with. _____________________ B.SESHASAYANA REDDY, J Dt.20-04-2011 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.532 of 2011 (Dated : 20-04-2011)