Allowed

M/s.Ybrant Digital Limited v. -

Telangana HC6 Jan 2012COMPA/1687/2011

Case brief

AI extract

What is this about?

The High Court allowed a company application filed under Sections 391 and 394 of the Companies Act, 1956 seeking appointment of a chairperson to convene a shareholders' meeting regarding a proposed amalgamation, thereby facilitating the scheme.

What did the court decide?

Appointment of Ms. N. Sasi Kala as chairperson to convene the shareholders' meeting on 24-12-2011; notice to be published in Business Standard and Andhra Bhoomi.

M/s.Ybrant Digital Limited Vs - — Company and Corporate | Telangana HC (2012)

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THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY

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Company Application No.1687 of 2011

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(Dated : 17-11-2011)

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Between:

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M/s. Ybrant Digital Limited Rep. by its Chairman & Managing Director

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…Applicant

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THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY

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Company Application No.1687 of 2011

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ORDER:

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This company application has been taken out under Sections 391 and 394 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 seeking appointment of a chairperson to convene the meeting of the shareholders of the applicant company.

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2. M/s. Ybrant Digital Limited is the applicant herein. It was originally incorporated as a Private Limited Company under the name and style of USA Greetings (India) Private Limited in the State of Andhra Pradesh on 28^th March, 2000 under certificate of incorporation No.01-34055 of 1999-2000. Later, the company changed its name to M/s. Ybrant Technologies (India) Private Limited and obtained a fresh certificate of Incorporation from the Registrar of Companies, Andhra Pradesh, Hyderabad on 7^th November, 2010. Later on, the company had converted itself into a Public Limited Company and obtained a fresh certificate of Incorporation from the Registrar of Companies, A.P., Hyderabad on 23^rd August 2005. The company further changed its name to M/s. Ybrant Digital Limited (hereinafter referred to as Transferor company”) and obtained a fresh certificate of incorporation from the Registrar of Companies on 21^st

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February 2006. Once again, the company changed its name to M/s. Ybrant Digital Limited (hereinafter referred to as “the Transferor Company”) and obtained a fresh certificate of incorporation from the Registrar of Companies, A.P., Hyderabad on 15^th April, 2008.

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3. The registered office of the Transferor company is situated at Plot No.7A, Road No.12, MLA Colony, Banjara Hills, Hyderabad-500 034. The authorized share capital of the Transferor company is 12,00,00,000 equity shares of Rs.10/- each and 1,50,00,000 preference shares of Rs.10/- each. The issued, subscribed and paid up capital of the Transferor company is 5,87,35,260 equity shares of Rs.10/- each fully paid up and 1,20,76,810 compulsory convertible preference shares of Rs.10/- each.

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4. The main objects of the Transferor company are to develop software for computer systems for data processing, data acquisition, data transmission, Tele data entry and industrial instrumentation and process control and to act as computer and Electronic Data Processing consultants and Agents, more fully described in para (5) of the application.

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5. M/s. LGS Global Limited (hereinafter referred to ”the transferee company”) was originally incorporated as a Public Limited Company under the name and style of Lanco Global Systems Limited in the State of Andhra Pradesh on 28^th January, 1999 under the certificate of incorporation No.01-30996 of 1998-1999. Later on the company had changed its name to its present name, i.e., M/s. LGS Global Limited and obtained a fresh certificate of Incorporation from the Registrar of Companies, A.P., Hyderabad on 5-11-2008.

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6. The registered office of the Transferee company is situated at 8- 2-293/82/A/796/B, Road No.36, Jubilee Hills, Hyderabad- 500 033.

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7. The authorized share capital is 6,00,00,000 equity shares of Rs.10/- each. The main objects of the Transferee company inter alia provide for:- to carry on business to design, develop, acquire, accept, arrange, assemble, manufacture, produce, fabricate, generate , equip , obtain, provide, erect, construct, install, set up, supervise, implement, support, assign, engineer, give Consultancy, Advise, Train, Process, Assist, Use, Distribute, Transmit, Repair, Maintain, improve, extend, manage, modify, alter convert, enfranchise, explore, establish, insure, undertake , conduct, perform , sponsor, participate , protect, etcetera, more fully described in para 10 of the Company Application No.16287 of 2011.

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8. The transferor company is in the business of providing digital marketing solutions to businesses, agencies, and online publishers worldwide. It connects advertisers with their audience across any form of digital media , using its massive local presence to deliver appropriate messages to the right audience, through the most relevant digital channels. The transferee company is engaged in the business of providing IT service and solutions to diverse enterprises through its onsite consulting expertise and offshore development experience. The Transferee company is listed on the Bombay Stock Exchange Limited and the Madras Stock Exchange Limited. The Transferor company is proposed to be amalgamated with the Transferee company. According to the applicant, the proposed amalgamation would not only benefit both the companies but also its shareholders , employees and their creditors.

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9. The Board of Directors of the Transferor company at its meeting held on 29-7-2011 and the Transferee company at its meeting held on 03-8-2011 approved the scheme of amalgamation with effect from 01.4.2011 subject to the approval /consent of the shareholders and confirmation by this Court. Salient features of the scheme of amalgamation have been set out in para (14) of the Company Application No.1687 of 2011.

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10. The scheme is required to be considered by the shareholders of the Transferor and Transferee company. Hence this application has been moved seeking appointment of a chairperson for convening the meeting of the shareholders of the applicant company.

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11. Heard learned counsel appearing for the applicant and perused the material brought on record.

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12. Having considered the facts and circumstances, I am of the view that the meeting of the shareholders shall essentially be convened so that they will have an opportunity to study the implications of the proposed scheme of arrangement.

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13. In that view of the matter, the application is allowed appointing Ms.N.Sasi Kala, M.A., B.L., Advocate, High Court of A.P., as chairperson to convene the meeting of the shareholders of the applicant company on 24^th December, 2011 at 10.30 A.M., at K.L.N.Prasad Auditorium, The Federation of Andhra Pradesh Chamber of Commerce & Industry, FAPPCI House, FAPCCI Marg, Red Hills, Hyderabad – 500004. The quorum for the meeting is “five”.

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14. Let the notice of the intended meeting be published in “Business Standard”, English daily newspaper and “Andhra Bhoomi”, Telugu

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daily newspaper having circulation in Hyderabad. The fee of the chairperson is fixed at Rs.10,000/- (Rupees ten thousand only).

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15. For the purpose of considering the report of the Chairperson, call this application on 30.12.2011.

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_____________________ B.SESHASAYANA REDDY, J Dt.17-11-2011 RAR

M/s.Ybrant Digital Limited v. -

Case brief

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M/s.Ybrant Digital Limited v. -

Case brief

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