THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.164 OF 2011 Dated: 25.02.2011 Between : Pre School Analytic Pvt. Limited …… Applicant/Transferor Company The Court made the following :- THE HON’BLE Ms. JUSTICE G. ROHINI COMPANY APPLICATION No.164 OF 2011 O R D E R : Pre School Analytics Private Limited (hereinafter referred to as the ‘Transferor Company) filed this application under Sections 391 to 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to dispense with the convening of meeting of its shareholders as well as the unsecured creditors/lenders for the purpose of considering the proposed scheme of amalgamation between the said company and Firstobject Technologies Limited (hereinafter referred to as the ‘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 consequent upon change of name has been issued by the Registrar of Companies, Andhra Pradesh. The registered office of the Transferor Company is situated at Door No.7-1-34, 2nd floor, Sridevi Mansion, Shyam Karan Road, Ameerpet, Hyderabad- 500 016. The authorized share capital of the Transferor Company as on 30.09.2010 was Rs.30,000,000/- divided into 3,000,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferor Company is Rs.30,000,000/- divided into 3,000,000 equity shares of Rs.10/- each fully paid. The main objects of the Transferor Company have been mentioned in Para No.5 of this Company Application. The Transferee Company was incorporated on 03.03.2000 as IQMS Software Limited. The name was subsequently changed to Firstobject Technologies Limited on 24.11.2008 and a fresh certificate of incorporation to that effect has been issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. The registered office of the Transferee Company is situated at Swayamkrishi, 1st floor, Smiline building No.8-3-952/10/2&2/1, Srinagar Colony, Hyderabad- 500 073. The authorized share capital of the Transferee Company as on 31.03.2010 was Rs.250,000,000/- divided into 25,000,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the Transferee Company is Rs.191,492,990/- divided into 19,149,299 equity shares of Rs.10/- each fully paid. The main objects of the Transferee Company have been mentioned in Para No.13 of this Company Application. It is stated that having proposed amalgamation between the Transferor and the Transferee Companies, the Board of Directors of both the companies at their respective meeting held on 22.05.2010 passed resolutions approving the scheme of arrangement with appointed date as 01.04.2010, subject to the approval/consent of the shareholders and confirmation by this Court. The salient features of the scheme of arrangement have been enumerated in the Company Application and a copy of the scheme has also been annexed to the Company Application. It is stated that there are altogether eight (8) shareholders in the Transferor Company and all of them had given their consent by way of affidavits to the proposed scheme of arrangement. The list of shareholders and the consent affidavits dated 21.02.2001 made by them have been enclosed to the company application as Annexures- A9 and A10. So far as the creditors are concerned, it is stated that the Transferor Company had not availed any secured loans and there are no secured creditors. It is also stated that it had availed unsecured loans from two (2) unsecured lenders and both of them had given no objection for the proposed scheme of arrangement and for waiving the meeting of the unsecured lenders by means of affidavits. The applicant company has one unsecured creditor as on 30.09.2010 and the said unsecured creditor also gave his consent for the proposed scheme of arrangement. The affidavits so given by the unsecured lenders and unsecured creditors are enclosed to the application as Annexure-A11. The applicant is an unlisted company and no investigations or proceedings are pending under Sections 235 and 237 or other provisions of the Act or any other statute against the Transferor Company. Hence, this application to dispense with the convening of the meeting of the shareholders and the creditors of the applicant company for the purpose of considering the proposed scheme of arrangement. I have heard Sri Kezer A Kharawala, the learned counsel for the applicant company and perused the material available on record. Having regard to the facts and circumstances noticed above and keeping in view that all the shareholders and the unsecured lenders/creditors of the Transferor Company have given positive consent by way of affidavits for the proposed scheme of arrangement, I am of the opinion that there is no need for convening the meeting of the shareholders and the unsecured lenders/creditors of the Transferor Company for the purpose of considering the proposed scheme of arrangement. Accordingly, the Company Application is allowed as prayed for and convening of meeting of the shareholders as well as the unsecured lenders/creditors of the applicant company is dispensed with. __________ G. ROHINI, J Date: 25.02.2011