THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.54 and 55 of 2010 Dated:31st May, 2010 C.P.No.54 of 2010 M/s.Beacon Global IT Services Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 1-1-60/7, 7a, 7b, 7c, Musheerabad, Near RTC X Roads, Hyderabad – 500 002, represented by its Manager Administration, Sri P.R.Sanjeev. …Petitioner/ Transferor Company *** C.P.No.55 of 2010 M/s.IIC SERVICES (India) Private Limited, a company incorporated under the Companies Act, 1956, having its registered office at 405, Babukhans Millennium Centre, Somajiguda, Hyderabad – 500 082, represented by its Managing Director Sri Chandran R.Yallapragada. …Petitioner/ Transferee Company. *** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.54 and 55 of 2010 COMMON ORDER: Both these Company Petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956, seeking sanction of the Scheme of Amalgamation of M/s.Beacon Global IT Services Private Limited (hereinafter referred to as “the transferor Company”) with M/s.IIC Services (India) Private Limited (hereinafter referred to as ‘the transferee company’). More precisely, C.P.No.54 of 2010 is filed by the transferor Company and C.P.No.55 of 2010 is filed by the transferee company. 2. The transferor company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 06-08-2004 under Certificate of Incorporation No.43853 of 2004-05 and its Corporate Identification Number is U74140AP2004PTC43853. The authorized share capital of the transferor company is Rs.22,00,00,000/- divided into 2,20,00,000/- equity shares of Rs.10/- each. The Issued, subscribed and paid up share capital of the transferor Company is Rs.21,46,98,990/- divided into 2,14,69,899 equity shares of Rs.10/- each. 3. The main objects of the transferor company are to carry on the business of IT enabled services including business process, outsourcing, legal outsourcing, medical transcription and other related activities etc. The salient features of the proposed scheme of amalgamation have been stated in para.14 of the petition in C.P.No.54 of 2010. 4. The transferee company was originally incorporated as a private limited company under the name and style of M/s.IIC Systems Private Limited in the State of Andhra Pradesh on 07.01.1994 under Certificate of Incorporation No.01-16857 of 1993-1994 and later on the Company had changed its name to its present name i.e, IIC Services (India) Private Limited, after complying with necessary provisions of the Companies Act, 1956. The Registrar of Companies, A.P., Hyderabad, issued a fresh certificate of Incorporation consequent to change of name on 05.01.2010 and its Corporate Identification No. is U72200AP1994PTC016857. The authorized share capital of the transferee company as on 31.03.2009 was Rs.20,00,00,000/- divided into 2,00,00,000/- equity shares of Rs.10/- each. The Issued, subscribed and paid up share capital of the transferee Company as on 31.03.2009 was Rs.11,02,73,940/- divided into 1,10,27,394 equity shares of Rs.10/- each. 5. The main objects of the transferee company are to carry on the business of development, sale, deal, import and export of computer software, programmes, management concepts, information and communication facilities and other related etc. 6. The transferor company is engaged in the business of Software development and the transferee company is also engaged in the business of software development. Both the companies are being managed and controlled by common shareholders and the proposed merger would reduce the overhead and administrative costs and moreover, the proposed amalgamation will give financial leverage to both the companies. The Board of Directors of the transferor company at their meeting held on 01.02.2010 at 11.00 a.m. and the transferee company at their meeting held on 01.02.2010 at 10.00 A.M. approved the scheme of amalgamation of the transferor company with the transferee company with effect from 01.04.2009. This Court by orders dated 09.03.2010 passed in Company Application Nos.181 and 182 of 2010 dispensed with the convening of the meeting of the shareholders of the transferee company as well as the transferor company respectively. 7. Both these Company Petitions came to be admitted on 19.03.2010. The petitioners in the respective petitions were directed to take out notice of hearing of these company petitions by publishing the same in ‘BUSINESS STANDARD’ (English daily) and ‘ANDHRA BHOOMI’ (Telugu daily), Hyderabad editions, fixing the date of hearing as 16.04.2010. Accordingly, the petitioners in the respective petitions took out publication and filed proof of publication. The petitioners also took out notice to the Regional Director, Ministry of Corporate Affairs, Chennai and also to the Official Liquidator returnable by 16.04.2010. 8. The Official Liquidator filed his report bearing OLR No.142 of 2010. The Registrar of Companies also placed on record his affidavit. The report of the Official Liquidator indicates that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial in the interests of its members or to the public interest. The report of the Registrar of Companies indicates that the transferee company has to pay the stamp duty as provided under Section 20(d) of the Stamp Act as applicable to the State of Andhra Pradesh. 9. Heard learned counsel appearing for the petitioner, and learned Assistant Solicitor General representing the Registrar of Companies and the learned counsel appearing for the Official Liquidator. 10. No objection has been received from anyone opposing the proposed scheme of amalgamation of the transferor company with the transferee company. From the material placed on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the scheme. 11. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed by the parties, since all the requisite statutory compliances have been fulfilled. 12. Accordingly, both the Company Petitions are allowed sanctioning the scheme of amalgamation. The parties to the scheme or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to working of the scheme; and the transferor company shall pay costs of the petition at Rs.5,000/- each to the Assistant Solicitor General and learned counsel representing the Official Liquidator, and the said companies do file with the Registrar of Companies a certified copy of the order within 30 days from today. _____________________ B.SESHASAYANA REDDY, J Date:31st May, 2010. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.54 and 55 of 2010 Dated:31st May, 2010