THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY C.A.NO.606 OF 2011 ORDER This application has been taken out by BA Continuum India Private Limited (hereinafter referred to as the “transferee company” or the “applicant Company”) under sections 391 to 394 of the Companies Act, 1956 to dispense with the convening and holding of a general meeting of the shareholders and also to dispense with the convening and holding of a meeting of the creditors of the applicant/transferee company. The transferee company was incorporated on 10- 10-2003 under the provisions of the Companies Act, 1956 in the name and style of “Continuum Solutions Private Limited”. The name of the transferee company came to be changed from Continuum Solutions Private Limited to BA Continuum Solutions Private Limited on 9th November, 2005 and thereafter as BA Continuum India Private Limited on 15th September, 2010. The authorized share capital of the transferee company as on 1st April, 2009 was Rs.82,75,00,000/- divided into eight crores twenty seven lakhs fifty thousand equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferee company was Rs.67,01,48,770/- divided into six crores seventy lakhs fourteen thousand eight hundred and seventy seven equity shares of Rs.10/- each. There are only two shareholders in the company and they are (1) CFC International Mauritius Holding Limited and (2) CW Tech Solutions Limited (United Kingdom). The objects of the transferee company are to carry on business of electronic data processing, information technology enabled services, technology services and business support services of all description in connection with any industry, manufactures, assemblers, buyers, sellers, exporters, importers, developers, designers and dealers in all types of computer software and hardware peripherals or accessories etc., particularly described in paragraph No.6 of the affidavit filed in support of the application. BA Continuum Private Limited (hereinafter referred to as the “transferor company”) was incorporated on 5-11- 2004 under the Companies Act, 1956. The registered office of the transferor company is situated at Unit No.501, “A” Wing, Prism Towers, Mindspace, Malad (W), Mumbai. The authorized share capital of the transferor company as on 1st April, 2009 was Rs.10,00,00,000/- divided into 1,00,00,000/- equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the transferor company was Rs.5,76,000/- divided into fifty seven lakh sixty thousand equity shares of Rs.10/- each. The objects of the transferor company are to carry on business of knowledge and technology process outsourcing services and support function and all activities thereto in any industry and areas including in the areas of financial services and back office operations such as account establishment and affirmation for flow products market and credit risk management, settlement position maintenance, security set up trade, verification, trade confirmation and affirmation for flow products market and credit risk management, settlement position reconciliation, corporate actions, processing and reconciliation and clearing and settlement reconciliation and verification, areas of research, investment banking support, asset management support, finance support services and legal support, document management and library services, data processing services, data management services, pay roll services, human resource services including but not limited to, benefits of help desk, benefits administration, training management, training scheduling, employee set up and maintenance, expatriate management payroll processing, time and attendance tracking and to provide related technical, advisory, audit, commercial, managerial, consultancy, administration, research and other services etc., more fully described in paragraph No.11 of the application. The transferor company and the transferee company are part of the same group and engaged in similar business. The object of the scheme of amalgamation is to consolidate the two entities which would help in consolidating and streamlining the operations. The benefits of the amalgamation are detailed in paragraph No.13 of the application. The Board of Directors of the transferor company and transferee company in their meeting held on 27-4- 2011 approved the scheme of amalgamation. The transferee company has only two share holders and both the share holders have placed on record the sworn affidavits vide page Nos.129 to 132 of the material papers. There are no creditors to the transferee company except the lessor i.e., G.E. Money Financial Services Limited. In the balance sheet, G.E. Money Financial Services Limited has been shown as secured creditor since certain vehicles have been taken on lease from it by the prevailing company. Except sundry creditors, there are no other unsecured creditors. Hence, this application seeking the prayer stated supra. Heard the learned counsel appearing on behalf of the applicant and perused the material brought on record. Learned counsel appearing on behalf of the applicant submits that G.E. Money Financial Services Limited cannot be categorized as secured creditor since no amount is due to it. However, G.E. Money Financial Services Limited has been shown as secured creditor in the balance sheet as per Accounting Standard. Learned counsel refers to Accounting Standard 19 to substantiate his contention. Much emphasis has been laid on the description of Finance Leases under the caption “Leases in the Financial Statements of Lessees”, which reads as hereunder: “At the inception of a finance lease, the lessee should recognize the lease as an asset and a liability. Such recognition should be at an amount equal to the fair value of the leased asset at the inception of the lease. However, if the fair value of the leased asset exceeds the present value of the minimum lease payments from the standpoint of the lessee, the amount recorded as an asset and a liability should be the present value of the minimum lease payments from the standpoint of the lessee. In calculating the present value of the minimum lease payments the discount rate is the interest rate implicit in the lease, if this is practicable to determine; if not, the lessee’s incremental borrowing rate should be used.” It is evident from the record that G.E. Money Financial Services Limited has shown as secured creditor only for accounting purpose. There are only two shareholders and their affidavits have been placed on record wherein they consented for the proposed scheme of amalgamation. In that view of the matter, I find that there is no impediment is dispensing with the meeting of the shareholders as well as creditors of the applicant company. Accordingly, the company application is ordered. __________________________ B.SESHASAYANA REDDY,J rkk Dated: 10-6-2011