21 % 14.01.2011 Present: Mr. Ashish Middha, Advocate for the applicant companies. ± Co.Appl. (M) No.5/2011 * This joint application has been filed under Sections 391 and 394 of the Companies Act, 1956 by the applicant companies seeking directions of this Court to dispense with the requirement of convening the meetings of their equity shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of M/s. Aureole Sofiwares Private Limited (hereinafter referred to as the transferor company) with MIs. Sunvision Infotech Private Limited (hereinafter referred to as the transferee company). The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court. The transferor company was incorporated under the Companies Act, 1956 on 4th July, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. Digitally Signed By:AMULYA Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. Signature Not Verified The transferee company was incorporated under the Companies Act, 1956 on. 12th August, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi. The authorized share capital of the transferor company is Rs.50,00,000/- divided into 500000 equity shares of Rs. 10/- each. The present issued, subscribed and paid up capital of the company is Rs. 42,00,000/- divided into 420000 equity shares of Rs. 10/- each • fully paid up. The authorized share capital of the transferee company is Rs.50,00,000/- divided into 500000 equity shares of Rs. 10/- each. The present issued, subscribed and paid up capital of the company is Rs. 38,00,000/- divided into 380000 equity shares of Rs. 10/- each fully paid up. Copies of the Memorandum and Articles of Association of the is transferor and transferee companies have been filed on record. The audited balance sheet, as on 31 St March, 2010, of the transferor and transferee companies, along with the report of the auditors, have also been filed. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the application and the accompanying affidavits. It is submitted by the applicants that they are under the same management and control. It is claimed that the proposed Scheme will result in reduction in overheads and other expenses, reduction in administrative and procedural work, eliminate duplication of work, better and more productive utilization of various resources and will enable the undertakings concerned to effect internal economies and • optimize productivity. It is also claimed that the proposed Scheme will result in formation of larger company enabling further growth and development of the businesses of the said company to enable the undertakings and, businesses of the said company to obtain greater facilities possessed and enjoyed by one large company to a small company for raising capital, securing and conducting trade and business on favourable terms and other related benefits. is So far as the share exchange ratio is concerned, the Scheme provides that, upon this Scheme becoming effective, the transferee company shall issue and allot 1 (one) equity shares of Rs. 10/- each of the transferee company for every 1 (one) equity shares of Rs. 10/- each of the transferor company. 'A -3 It has been submitted by the applicants that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the applicant companies. The Board of Directors of the transferor and transferee companies in their separate meetings held on 1st November, 2010 have unanimously approved the proposed Scheme of Amalgamation. Copies of the Resolutions passed at the meetings of the Board of Directors of the transferor and transferee companies have been placed on record. The transferor company has 6 equity shareholders. All the equity shareholders have given their consents/ no objections in writing to the proposed Scheme of Amalgamation. Their consents/ no objections have been placed on records. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferor company to consider and, if thought fit, approve with or without modification, the proposed Scheme of Amalgamation is dispensed with. There are no secured or unsecured creditors of the transferor company. The transferee company has 6 equity shareholders. All the equity shareholders have given their consents/ no objections in writing to the proposed Scheme of Amalgamation. Their consents/ no objections have been placed on records. They have been examined and found in order. In view thereof, the requirement of convening the meeting of the equity shareholders of the transferee company to consider and, if thought fit, approve with or without modification, the proposed Scheme of Amalgamation is dispensed with. There are no secured or unsecured creditors of the transferee company. The application stands allowed in the aforesaid terms. Order dasti. iLl MANMOB7-tN,J JANUARY 14, 2011 is