THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1930 of 2011 Dated: 20-12-2011 Between: M/s. Tekriti Software Private Limited A company incorporated under the Companies Act, Represented by its Director Sri Krishna Reddy Chintam ….Applicant/ Transferor Company **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.1930 of 2011 ORDER: This Company Application has been taken out by M/s. Tekriti Software Private Limited under Sections 391 and 394 of the Companies Act, 1956, read with Rules 67, 69 and 9 of the Companies (Court) Rules, 1959, seeking to dispense with the holding of meeting of shareholders. 2. M/s. Tekriti Software Private Limited (hereinafter referred to as ‘the transferor company’) was incorporated as a Private Limited Company under the provisions of the Companies Act, 1956, in the State of Delhi on 6.10.2005. The registered office of the Transferor company is situated at Plot No.1367, Paghan Plaza, Road No.45, Jubilee Hills, Hyderabad, A.P.-500 033. The authorized issued, subscribed and paid up share capital of the Transferor company is Rs.3,50,00,000/- divided into 35,00,000 equity shares of Rs.10/- each fully paid up. The main objects of the Transferor company are to carry on the business of creating and developing innovative software and hardware products and sell, purchase, import, export, distribute or otherwise deal in all kinds of software and hardware products including computer and their inputs, computer and electronic hardwares and softwares etcetera, more fully described in para 5 of the application. 3. M/s. VMF Soft Tech Limited (hereinafter referred to as “the Transferee Company”) was incorporated under the provisions of the Companies Act, 1956 in the State of A.P., on 31.12.1993. The registered office of the Transferee company is situated at 22-240/5, Nanditha Complex, Opp: KPHB Colony, Kukatpally, Hyderabad, A.P- 500 072. The authorized share capital of the Transferee Company is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.9,23,91,000 divided into 92,39,100 equity shares of Rs.10/- each. The main objects of the Transferee company are to carry on the business of importers, exporters, and dealers in products of sea water, foods, river water foods and to catch or arrange for the catch of all types of fish, prawns, frogs, crabs, shrimps, lobsters and other custacean including all other sea water foods or freeze and preserve in cold storage and to carry on aqua-culture operations. As per the scheme, the Transferee Company proposed change of its name to KELLTON INFOTECH LIMITED. The scheme of arrangement seeks for reduction of paid up equity share capital. The reduction proposed is from Rs.10/- to Rs.5/- of each equity share. 4. The Board of Directors of the Transferor company at their meeting held on 11th August 2011 approved the scheme of amalgamation subject to the approval of this Court. Hence, this application with a prayer stated supra. 5. Heard learned counsel appearing for the applicant Company and perused the affidavit filed in support of the application. 6. The applicant Company has no secured or unsecured creditors. The applicant company has fifteen shareholders. All the shareholders have placed on record their affidavits indicating their consent for the proposed scheme of amalgamation. 7. In view of the above, I am of the considered view that there is no necessity to hold the meeting of the shareholders of the applicant company, for the purpose of considering the proposed scheme of amalgamation. 8. Accordingly, the Company Application is allowed and holding of the meeting of the shareholders of the applicant company is dispensed with. ______________________ B.SESHASAYANA REDDY, J. Date: 20-12-2011 RAR