Dakshin Infocom Projects Private Limited v. -

THE HON'BLE SRI JUSTICE CHALLA KODANDA RAM COMPANY APPLICATION No.74 of 2016 Date:27.01.2016 ORDER:

This Company Application is filed by Dakshin Infocom Projects Private Limited (Transferor Company) for dispensing with convening the meetings of its shareholders, unsecured creditors and publication of notice in the newspapers calling the meetings of shareholders and unsecured creditors for consideration of the proposed Scheme of Amalgamation with Pravista Infra Private Limited (Transferee Company).

The applicant-Transferor Company pleaded that it was incorporated on 17.06.2005 under the Companies Act, 1956 with the main objects of carrying on the business of consultancy services, and to provide the design and the project management services, and to undertake the supplying, manufacturing, installing, establishing, testing commissioning and validation, and operation of production and communication facilities in I.T. and I.T. related areas and to undertake research and development in such areas, etc.; that its authorized share capital is Rs.10,00,000 divided into 1,00,000 equity shares of Rs.10/- each and issued, subscribed and paid up share capital is Rs.10,00,000 divided into 1,00,000 equity shares of Rs.10/- each; and that the Board of Directors at their meeting held on 05.10.

2015 have approved the Scheme of Amalgamation of the applicant-Transferor Company with Pravista Infra Private Limited (Transferee Company). It is further pleaded that it is 100% subsidiary of Transferee Company, which is holding 99,999 equity shares on its own and one equity share through its nominee Mr. Dayakar Rao Ponnamaneni and that the Transferee Company and its nominee Mr. Dayakar Rao Ponnamaneni have given their consent to the proposed Scheme of Amalgamation.

It is further pleaded that it has no secured creditors. However, it has unsecured creditors to the tune of Rs.7,48,79,477/- of which an amount of Rs.2,78,12,960/- was received as advance from the customer for sale of Flat and the said advance has been adjusted in sale consideration; and that it has three outstanding unsecured creditors to the tune of Rs.4,70,66,517/- and they have given No Objections Certificates for the proposed Scheme of Amalgamation. In view of the same, the applicant-Transferor Company prayed to dispense with the convening the meetings of its shareholders and unsecured creditors and publication of the same in the newspapers. Having regard to the fact that all the shareholders and unsecured creditors of the applicant-Transferor Company have agreed for the proposed Scheme of Amalgamation and have given their consents, I find merit in the plea of the applicant-Transferor Company that no purpose will be served by holding their meetings and publication of the same in the newspapers.

Accordingly, convening the meetings of shareholders and unsecured creditors of the applicant-Transferor Company and publication of the same in the newspapers are dispensed with, and the Company Application is allowed.

______________________________ JUSTICE CHALLA KODANDA RAM 27th January, 2016 Js.