THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.765 & 766 of 2011 (Dated :15-07-2011) Company Application No.765 of 2011 Galactic Brush Private Limited (hereinafter referred to as the “Applicant/Transferor Company”) a private limited company incorporated under the Companies Act, 1956 having its registered office at # 7-1-58, 5th floor, Surekha Chambers, Opp: Vijaya Textiles, Ameerpet, Hyderabad – 500 029, A.P., India in the State of Andhra Prdesh represented by its Director, Sri. Devineni Penchala Sreenivas. ……………...Applicant/Transferor Company. Company Application No.765 of 2011 Trikona Technologies Private Limited (hereinafter referred to as the “Applicant/Transferee Company”) a private limited company incorporated under the Companies Act, 1956 having its registered office at # 7-1-58, 5th floor, Surekha Chambers, Opp: Vijaya Textiles, Ameerpet, Hyderabad – 500 029, A.P., India in the State of Andhra Prdesh represented by its Director, Sri. Chindam Jagan Mohan. . ……………...Applicant/Transferee Company. THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.765 & 766 of 2011 COMMON ORDER: These two applications have been filed under Sections 391 & 394 of the Companies Act, 1956 read with Rule 67 of the Companies (Court) Rules, 1959 to dispense with the meeting of the shareholders and to consider the proposed scheme of amalgamation. More precisely Galactic Brush Private Limited (hereinafter referred to as the “Transferor Company”) is the applicant in C.A.765 of 2011 and Trikona Technologies Private Limited (hereinafter referred to as the “Transferee Company”) is the applicant in C.A.No.766 of 2011. 2. The authorized share capital of the Transferor Company is Rs.60,00,000/- divided into 6,00,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferor Company is Rs.55,26,000/- divided into 5,52,600 fully paid up equity shares of Rs.10/- each. 3. The main objects of the Transferor Company as set out in the memorandum of association are to carryon business of distributors, marketers, agents, traders, representatives, auctioneers, buyers, sellers, importers, exporters, stockiest, procurers and dealers in all kinds of handicrafts, antiques, paintings, philanthropic items and artistic pieces of all kinds and also to deal in equipment and other materials capable of being used or required for the business of the company etc., which are more fully described in Para No.3 of the Company Application No.765 of 2011. 4. The authorized share capital of the Transferee Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/-. The issued, subscribed and paid up capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The Transferee Company has received an amount of Rs.1,16,24,280/- as share application money. 5. The main objects of the Transferee Company as set out in the memorandum of association are to carryon the business of software development and services, software tools, application development or turnkey convergent technologies, integration software services/products etc., which are more fully described in Para No.3 of the Company Application No.766 of 2011. 6. The Board of Directors of the Transferor and Transferee Companies at their meeting convened on 10.6.2011 have approved the proposal for the amalgamation of the Transferor Company with the Transferee Company. The salient features of the merger have been detailed in Para No.7 of the Company Application No.765 of 2011. The shareholders of the Transferor and Transferee Companies have placed on record their notarized affidavits giving their consent for the proposed scheme of amalgamation. Hence these applications. 7. Heard learned counsel appearing for the applicants and perused the affidavits filed in support of the petitions. 8. The Transferor Company has only two shareholders namely; Devineni Penchala Sreenivas and Chindam Jagan Mohan. Both of them have placed on record their notarized affidavits indicating their consent for the proposed scheme of amalgamation. The Transferee Company have two shareholders namely; and Chindam Jagan Mohan and Devineni Penchala Sreenivas and they have placed on record their notarized affidavits indicating their consent to the proposed scheme of amalgamation. Since the shareholders in both the applicant companies have given their consent by means of affidavits, there is no need to convene the meeting of the shareholders of the applicant companies. 9. Accordingly, both the Company Applications are ordered dispensing with the meeting of the shareholders of the applicant companies. _______________________________ JUSTICE B. SESHASAYANA REDDY Date: 15.7.2011 mrb THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.533 of 2011 (Dated : 20-04-2011) The advantages of the arrangements have been more fully stated in Para No.13 of the petition. Salient features of the scheme have also been stated in Para No.15 of the petition.