M/S. Sp Software Private Limited, v. -

HON'BLE SRI JUSTICE CHALLA KODANDA RAM COMPANY APPLICATION No.109 of 2016 ORDER:

This Company Application is filed by M/s. SP Software Private Limited-Transferee Company for a direction to dispense with the requirement of convening the meeting of its shareholders for consideration of the proposed scheme of arrangement involving merger of the company M/s. SP Soft Digital Media Private Limited-Transferor Company with Transferee Company.

It is submitted by the learned counsel for the applicant that there are seven shareholders to the applicant company and the entire shares of the company are held among the applicant company's seven share holders as per the details mentioned below:

No. of shares holding Sl.

No.

Name of the share holder Face Value Total Capital % of shares (in Rs.) Mr.

Sagireddy Pulla Reddy S/o Narapa Reddy 60,19,040 Rs.10 6,01,90,400 80.51% Mrs. Sagireddy Devasena D/o Sagireddy Pulla Reddy 5,88,170 Rs.10 58,81,700 7.87% Mr.

Sagireddy Narapa Reddy S/o S. Pulla Reddy 32,450 Rs.10 3,24,500 0.43% Mr.

Jayaram Subramanian S/o P. Subramanian 1,31,100 Rs.10 13,11,000 1.75% Mr. Menakuru Sukumar Reddy S/o Late M.G.K. Reddy 3,85,000 Rs.10 38,50,000 5.15% M/s.

AJ Power Electronics (rep.

by proprietor Mr.

Sagireddy Pulla Reddy) 3,10,000 Rs.10 31,00,000 4.15% Mr.Eyunni Ranga Kumar S/o E.K. Kumar 10,000 Rs.10 1,00,000 0.13% Grand Total 74,75,760 -- 7,47,57,600 100% The above persons have given their consent by way of affidavits, which are filed as Annexures N1 to N7.

Heard the learned counsel for the applicant and perused the record.

As per the certificate furnished by the Registrar of Companies and as per the balance sheet the authorised share capital of the transferee company is Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each and the issued, subscribed and paid-up share capital as on 31.03.2015 is Rs.7,47,57,600/- divided into 74,75,760 equity shares of face value of Rs.10/- each. As per the consent affidavits of the respective shareholders, the persons mentioned above are holding maximum shareholdings and as they have given consent/no objection for the proposed Scheme of Amalgamation, no useful purpose will be served by directing to convene the shareholders meeting and it is only a futile exercise.

Therefore, the applicant has made out a case for dispensing with the meeting of its shareholders for consideration of the proposed scheme of arrangement involving merger of the company M/s. SP Soft Digital Media Private Limited-Transferor Company with the Transferee Company. Accordingly, the company application is allowed. ____________________________ CHALLA KODANDA RAM, J Dated: 10.02.