Allowed

Mack Soft Tech Private Limited v. -

Telangana HC4 Mar 2011COMPA/185/2011

Case brief

AI extract

What is this about?

The court disposed of two company applications seeking dispensation from convening meetings of shareholders and creditors for a proposed Scheme of Amalgamation. Finding unanimous consent via affidavits, the court dispensed with the meetings and allowed the applications.

What did the court decide?

Convening of meetings of shareholders and unsecured creditors is dispensed with; applications allowed as prayed.

Mack Soft Tech Private Limited Vs - — Company and Corporate | Telangana HC (2011)

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THE HON’BLE Ms. JUSTICE G.ROHINI

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COMPANY APPLICATION No.185 OF 2011 AND COMPANY APPLICATION No.186 OF 2011

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Dated: 04.03.2011

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In Company Application No.185 of 2011:

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Mack Soft Tech Private Limited Q city, Block A, 6^th Floor, Sy.No.109, 100 & 112, Nanakramguda Village, Serilingampally Mandal, Hyderabad-500 019., rep. By its Director Samson Arthur.

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… Applicant/Transferee company

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In Company Application No.186 of 2011:

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M/s. Quinn Logistics India Private Limited, Qeity, Block a, 6^th Floor, Sy.No.109, 110 & 111/2, Babajrangyda Village, Serilingampally Mandal, Hyderabad –500019., rep., by its Direcotr, Samson Arthur.

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… Applicant/Transferor Company

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THE HON’BLE Ms. JUSTICE G.ROHINI

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COMPANY APPLICATION No.185 OF 2011 AND COMPANY APPLICATION No.186 OF 2011

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COMMON ORDER :

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The applicant in C.A.No.185 of 2011 is Mack Soft Tech Private Limited (hereinafter referred to as ‘the Transferee Company’). The applicant in C.A.No.186 of 2011 is M/s. Quinn Logistics India Private Limited (hereinafter referred to as ‘the Transferor Company’). These two applications are filed with a prayer to dispense with the convening of the meeting of the shareholders as well as the creditors of the applicant companies for consideration of the proposed Scheme of Amalgamation between the said two Companies.

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The Transferee Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 08.08.2003. The registered office of the Transferee Company is situated at QCity, Block A, 6^th Floor, Sy.Nos.109, 110 & 111/2, Nanakramguda Village, Serilingampally Mandal, Hyderabad. The present authorized share capital of the Transferee Company is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each and the issued, subscribed and paid up capital of the Transferee Company is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each. The main objects of the Transferee Company to carry on business of software development – offshore, help desk and product support, software infrastructure development and hardware support for clients in the field of Information Technology, Information Technology Enabled Services

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(ITES) and other related areas.

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The Transferor Company was incorporated as a Private Limited Company in the State of Andhra Pradesh on 15.03.2007. The registered office of the Transferor Company is situated at QCity, Block A, 6^th Floor, Sy.Nos.109, 110 & 111/2, Nanakramguda Village, Serilingampally Mandal, Hyderabad. The present authorized share capital of the Transferor Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each and the issued, subscribed and paid up capital of the Transferee Company is Rs.4,00,000/- divided into 40,000 equity shares of Rs.10/- each. The main objects of the Transferor Company inter alia provides for to hold, acquire by purchase, lease, exchange, licence or otherwise, manage, improve, develop, invest in, sell, alienate, dispose off and deal in lands, estates, buildings and etc., (morefully described in para-5 of C.A.No.186 of 2011).

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It is stated that having proposed the amalgamation of the transferor and transferee companies, the Board of Directors of both the companies in their respective meetings held on 8.2.2011 passed resolutions approving the proposed Scheme of Arrangement and Amalgamation. A copy of the said Scheme of Arrangement and Amalgamation has been filed along with both company applications.

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It is further stated that the transferee company (the applicant in Company Application No.185 of 2011) has only two shareholders and both of them have given their consent by way of affidavits for the proposed Scheme of Arrangement and Amalgamation. So far as the creditors are concerned, the company has no secured creditors and there are only four unsecured creditors who have also given their consent by way of affidavits.

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With regard to the transferor company (the applicant in Company Application No.186 of 2011) it is stated that there are only two shareholders and both have given their consent to the proposed Scheme of Arrangement and Amalgamation. Except two unsecured creditors, there are no secured creditors. The two unsecured creditors

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have also given their consent for the proposed scheme by way of affidavits.

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Hence these two applications to dispense with convening of meeting of the shareholders as well as creditors of both Transferor and Transferee Companies for the purpose of considering the Scheme of Arrangement and Amalgamation.

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I have heard Sri S. Niranjan Reddy, the learned counsel for the applicants and perused the material available on record including the consent affidavits given by the shareholders and the unsecured creditors of both the companies which are enclosed as Exhibit – ‘J’ and Exhibit – ‘L’ to Company Application No.185 of 2011 and Exhibit – ‘J’ and Exhibit – ‘L’ to Company Application No.186 of 2011 respectively.

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Having regard to the facts and circumstances noticed above and keeping in view the positive consent given by the shareholders and the unsecured creditors for the proposed Scheme of Amalgamation which is evident from the affidavits enclosed to the applications, I am convinced that there is no need for convening the meeting of the shareholders and unsecured creditors of the Transferor and Transferee Companies for the purpose of considering the proposed Scheme of Amalgamation.

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Accordingly, both the Company Applications are allowed as prayed for and convening of the meeting of the shareholders and unsecured creditors of the applicant companies is hereby dispensed with.

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_____________ G. ROHINI, J.

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Dt. 04.03.2011 gbs

Mack Soft Tech Private Limited v. -

Case brief

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What did the court decide?

Mack Soft Tech Private Limited v. -

Case brief

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