THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No. 181 of 2010 (Dated : 09-03-2010) Between: M/s.Beacon Global IT Services Private Limited Rep. by its Manager ….Applicant THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No. 181 of 2010 ORDER: The applicant, namely, M/s.Beacon Gloabal IT SERVICES Private Limited-Transferor Company represented by its Manager Administration has filed this application praying to dispense with convening the meeting of its shareholders for the purpose of considering the proposed scheme of amalgamation. 2. In the affidavit filed in support of the application, it is stated that M/s. Beacon Global IT SERVICES Private Limited-Transferor Company was originally incorporated as a private limited company in the State of A.P on 6th August, 2004 under Certificate of Incorporation No. 43853 of 2004-05 and its corporate identification No. is U 74140AP2004PTC43853. The authorized share capital of BGITSPL-the Transferor Company as on 31st March 2009 is Rs.220,000,000/- (Rupees Twenty two Cores only) divided into 220,00,000 (Two hundred and twenty lakhs) Equity shares of Rs.10/- each. The issued, Subscribed and paid up Share Capital of BGITSPL as on date is Rs.214,698,990/- (Rupees Twenty one crores, forty six lakhs, ninety eight thousand nine hundred and ninety only) divided into 214,69,899 (Two Hundred and fourteen lakhs Sixty nine thousand eight hundred and ninety nine only) Equity shares of Rs.10/- each. A copy of the Memorandum of Articles of Association of BGITSPL-Transferor company is shown as Annexure-A1. The Audited Balance Sheet as on 31.3.2009 of the BGITSPL-Transferor company has been shown as Annexure- A2. The authorized share capital of IICSPL-Transferee Company is Rs.200,0000,000/- (Rupees Two crores only) divided into 200,00,000 (Two crores) Equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of IICSPL as on date is Rs.110,273, 940/- (Rupees Eleven Crores, two lakhs, seventy three thousand nine hundred and forty only) divided into 110, 27, 394 (One Crore ten lakhs, twenty seven thousand seventy three thousand three hundred and ninety four only) Equity shares of Rs.10/- each. A printed copy of the Memorandum and Articles of Association of the IICSIPL-Transferee Company is shown as Annexure-A3. 3. The transferor company is engaged in the business of standard 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. The Board of Directors of the Transferor company at their meeting held on 1st February 2010 at 11 am and the Transferee company at their meeting held on 1st February 2010 at 10 am approved the scheme of amalgamation of the Transferor company with the Transferee company with effect from 1.4.2009. 4. The list of Equity shareholders has been shown as Annexure-A6. There are only two shareholders namely IIC Services (India) Pvt. Ltd. and Indotronix International Corporation, USA. The affidavits, the resolution passed by both the Transferor and Transferee companies have been placed on record. The affidavit of Chandran Rama Yallapragada, Director of M/s.IIC Services (India) Private Limited has been placed on record. It is stated in the affidavit that he has given consent to the proposed scheme of amalgamation of Transferor and Transferee companies. In view of the above, I am of the considered opinion that there is no necessity to convene the meeting of shareholders for the purpose of considering the scheme of amalgamation. 5. Hence, convening of the meeting of the shareholders of the applicant-Transferor company is dispensed with and necessity to publish notice of such meeting in the newspapers is also dispensed with. 6. Accordingly, the Company Application is allowed. _____________________ B.SESHASAYANA REDDY, J Dt. 09-03-2010 RAR THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No. 181 of 2010 (Dated : 09-03-2010)