HON’BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY PETITION Nos.45 of 2011 and 58 of 2011 C O M M O N O R D E R: These two Company Petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking approval of the scheme of arrangement as consented by the share holders of both the petitioner companies. More precisely, Company Petition No.45 of 2011 is filed by Pre School Analytics Private Limited (hereinafter referred to as “Transferor Company”), Company Petition No.58 of 2011 is filed by Firstobject Technologies Limited (hereinafter referred to as Transferee Company”). The Transferor company was originally incorporated on 10.04.2008 in the name of IQMS Technologies Private Limited. The name of the company has been changed to its present name on 12.08.2010 and a fresh certificate of Incorporation has been obtained from the Registrar of Companies, Andhra Pradesh, Hyderabad. The objects of the Transferor company are to carry on the business of software development, software services, product development and solutions for various applications including providing integrated state of the art enterprise solutions and to undertake contracts for designing and developing software and all other technology related services from the institutions, local bodies, Government institutions, Department, Corporate Bodies and others in India or outside India etc., more fully described in para 5 of the Company Petition 45 of 2011. The authorised share capital of the Transferor company is Rs.30,000,000/- divided into 3,000,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.30,000,000/- divided into 3,000,000/- equity shares of Rs.10/- each fully paid. The Transferee company was incorporated on 03.03.2000 as IQMS Software Limited. It’s name was subsequently changed to Firstobject Technologies Limited on 24.11.2008. A fresh certificate of Incorporation to that effect was obtained from the Registrar of Companies, Andhra Pradesh, Hyderabad. The objects of the Transferee company are to undertake design and development, research of software systems, products and solutions in all areas of application including those in emerging niche segments like web-to-wireless, internet, intranet, website applications solutions software, enterprise resource planning, e-commerce, value added products and other business applications either for its own use or for sale in India or for export outside India and to design, develop such systems and application software for or on behalf of manufacturers, owners and users of computer systems, telecom, digital, electronic equipments in India or elsewhere in world, more fully described in para 4 of the Company Petition 58 of 2011. The authorised share capital of the Transferee company is Rs.250,000,000/- divided into 25,000,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the company is Rs.191,492,990/- divided into 19,149,299/- equity shares of Rs.10/- each fully paid. Salient features of the composite scheme of arrangement have been detailed in para 21 of the Company Petition No.58 of 2011. The Board of Directors of the Transferor company and Transferee company at their respective meetings held on 22.05.2010 passed resolutions approving the scheme of arrangement, subject to the approval/consent of the shareholders and confirmation by this Court. There are only eight (8) shareholders in the Transferor company and all of them had given their consent by way of affidavits. It is stated that the Transferor company had not availed any secured loans and there are no secured creditors. The two unsecured lenders had given no objection for the proposed scheme of arrangement and for waiving the meeting of the unsecured lenders by means of affidavits. The meeting of the shareholders and unsecured creditors of the Transferor company came to be dispensed with as per orders dated 25.2.2011 passed in Company Application No.164 of 2011. The Transferee company had availed unsecured loan from one lender and he has given his no objection affidavit for the scheme and for waiver of meeting. So far as the unsecured creditors are concerned, the Transferee company has one unsecured creditor as on 31.03.2010 and he has also given his consent for waiving the meeting of the unsecured creditors. A Chairman came to be appointed to convene the meeting of shareholders to consider the intricacies of the proposed scheme of arrangement as per orders in Company Application 165 of 2011. Sri S.V.Ramana, advocate acted as Chairman of the meeting of shareholders. He placed on record his report. As per his report, none of the shareholders voted against the resolution. These two company Petitions came to be admitted on 06.04.2011. The petitioners were directed to take out notice to the Regional Director, Ministry of Corporate Affairs, Shastri Bhavan, 5th Floor, A Wing, Bock I, 26 Haddows road, Chennai and the Registrar of Companies, Andhra Pradesh, Hyderabad. The petitioners were also directed to publish in Business Standard (English Daily) and Andhra Bhoomi (Telugu Daily) published from Hyderabad Editions. Accordingly, the petitioners carried out publication and filed proof of publication. The Registrar of Companies placed on record common affidavit. No objection has been raised by Registrar of Companies with regard to the proposed scheme of amalgamation. The Official Liquidator placed on record his report vide O.L.R.No.104 of 2011. It is stated in the report that the affairs of the Transferor company do not appear to have been conducted in a manner prejudicial to the interest of the members or to public. It is also stated in the report that as per Part C Clause 18 of the Dissolution of the Transferor company in the proposed scheme, upon this scheme becoming effective as aforesaid Transferor company shall stand dissolved without winding up as and from the effective date. Heard learned counsel appearing for the petitioners, learned counsel appearing for the Official Liquidator and learned Assistant Solicitor General appearing on behalf of the Registrar of Companies and perused the material brought on record. From the material 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. Despite notice being published, none of the parties concerned have come forward to oppose the scheme nor any objections have been received from any quarter. In the facts and circumstances, I do not see any impediment in granting sanction to the scheme of amalgamation as proposed, since all the requisite statutory compliances have been fulfilled. Accordingly, 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. The petitioner companies do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from this day. The Transferee company to pay costs of Rs.5,000/- each to the Regional Director, Department of Company Affairs, Southern Region, Chennai and also the Official Liquidator attached to this Court towards costs of these petitions. Costs are to be paid within four weeks from today. _____________________ B.SESHASAYANA REDDY,J 13th June, 2011. PNV