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In the matter of: Pratham Software Private Limited v/s Pratham Solutions Private Limited


Company & Directors' Information:- R S SOFTWARE (INDIA) LTD. [Active] CIN = L72200WB1987PLC043375

Company & Directors' Information:- E 2 E SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200DL2000PTC107313

Company & Directors' Information:- E-SOLUTIONS PRIVATE LIMITED [Active] CIN = U30007TN1999PTC043325

Company & Directors' Information:- C K SOFTWARE PRIVATE LIMITED [Active] CIN = U72501DL2000PTC106184

Company & Directors' Information:- D S R SOLUTIONS LIMITED [Active] CIN = U72200TG1999PLC032008

Company & Directors' Information:- PRATHAM CORPORATION PRIVATE LIMITED [Active] CIN = U15312PB2008PTC032356

Company & Directors' Information:- J. K. SOLUTIONS PRIVATE LIMITED [Active] CIN = U74999MH2014PTC257168

Company & Directors' Information:- A. M. SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U70101WB1997PTC084181

Company & Directors' Information:- E-3 SOLUTIONS INDIA PRIVATE LIMITED [Active] CIN = U74910DL1998PTC096512

Company & Directors' Information:- K K SOFTWARE PRIVATE LIMITED [Active] CIN = U72900DL2009PTC193030

Company & Directors' Information:- V A SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200TG2006PTC049266

Company & Directors' Information:- D P SOLUTIONS (INDIA) PRIVATE LIMITED [Strike Off] CIN = U22221DL2000PTC107837

Company & Directors' Information:- N Q SOLUTIONS INDIA PRIVATE LIMITED [Active] CIN = U51909OR2009PTC011136

Company & Directors' Information:- M. J. SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U72900DL2016PTC304813

Company & Directors' Information:- R V SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U51909DL2009PTC186716

Company & Directors' Information:- A K C SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2004PTC128462

Company & Directors' Information:- I. S. SOLUTIONS PRIVATE LIMITED [Active] CIN = U30007TG1997PTC028047

Company & Directors' Information:- L T SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200TG2000PTC033248

Company & Directors' Information:- L D SOLUTIONS PRIVATE LIMITED [Active] CIN = U51109DL2015PTC286921

Company & Directors' Information:- A S SOLUTIONS PRIVATE LIMITED [Active] CIN = U74140DL2010PTC202208

Company & Directors' Information:- I S P SOLUTIONS INDIA PRIVATE LIMITED [Active] CIN = U72200TZ2001PTC009755

Company & Directors' Information:- S P E-SOLUTIONS PRIVATE LIMITED [Active] CIN = U72300DL2006PTC155569

Company & Directors' Information:- P AND P SOFTWARE PRIVATE LIMITED [Active] CIN = U74899DL1994PTC057212

Company & Directors' Information:- SOFTWARE INDIA PRIVATE LIMITED [Active] CIN = U72200GJ1995PTC025791

Company & Directors' Information:- N. D. SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TG1998PTC029778

Company & Directors' Information:- T X G SOLUTIONS PRIVATE LIMITED [Converted to LLP and Dissolved] CIN = U72200DL2006PTC150671

Company & Directors' Information:- I S SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U72300DL2009PTC190772

Company & Directors' Information:- T AND H SOFTWARE PRIVATE LIMITED [Active] CIN = U72200UP2000PTC025638

Company & Directors' Information:- H D SOLUTIONS PRIVATE LIMITED [Active] CIN = U72900DL2009PTC194392

Company & Directors' Information:- PRATHAM SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200RJ2004PTC019637

Company & Directors' Information:- H & K SOLUTIONS PRIVATE LIMITED [Active] CIN = U63040GJ2009PTC059027

Company & Directors' Information:- F A S T SOLUTIONS (INDIA) PRIVATE LIMITED [Active] CIN = U22100MH1989PTC052935

Company & Directors' Information:- K K SOFTWARE SOLUTIONS PRIVATE LIMITED. [Active] CIN = U72100DL1999PTC101139

Company & Directors' Information:- M S SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC133997

Company & Directors' Information:- J & I SOLUTIONS PRIVATE LIMITED [Active] CIN = U74140DL2012PTC236993

Company & Directors' Information:- N AND S SOLUTIONS PRIVATE LIMITED [Active] CIN = U74210KA1999PTC025555

Company & Directors' Information:- U-TO SOLUTIONS (INDIA) PRIVATE LIMITED [Active] CIN = U72100MH2000PTC130052

Company & Directors' Information:- Z D SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900TN2007PTC062584

Company & Directors' Information:- P I T SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200KL2000PTC014018

Company & Directors' Information:- O AND M SOLUTIONS PRIVATE LIMITED [Active] CIN = U74210OR2005PTC008166

Company & Directors' Information:- R P A S SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200TG2008PTC057538

Company & Directors' Information:- G L F SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U67190KL2013PTC035455

Company & Directors' Information:- S P SOLUTIONS PRIVATE LIMITED [Amalgamated] CIN = U72200DL2011PTC213318

Company & Directors' Information:- G A S SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2004PTC127546

Company & Directors' Information:- S. S. G. SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200TG1996PTC023719

Company & Directors' Information:- B B SOFTWARE LTD [Strike Off] CIN = L30009WB1995PLC072361

Company & Directors' Information:- I T SOLUTIONS INDIA PRIVATE LIMITED [Active] CIN = U72200DL1996PTC076426

Company & Directors' Information:- D V SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U72900WB2011PTC158651

Company & Directors' Information:- K B SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74140PB2011PTC035055

Company & Directors' Information:- PRATHAM SOFTWARE PRIVATE LIMITED [Active] CIN = U72200RJ2004PTC019576

Company & Directors' Information:- A K SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900TN2006PTC058887

Company & Directors' Information:- H K SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200WB2001PTC093967

Company & Directors' Information:- H A SOLUTIONS (INDIA) PRIVATE LIMITED [Active] CIN = U72900DL2000PTC104116

Company & Directors' Information:- V. J. L. SOLUTIONS PRIVATE LIMITED [Active] CIN = U74999UP2018PTC109127

Company & Directors' Information:- 1 TO 5 SOLUTIONS PRIVATE LIMITED [Not available for efiling] CIN = U74999AS2020PTC020427

Company & Directors' Information:- J SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TZ2000PTC009229

Company & Directors' Information:- C AND C SOLUTIONS (INDIA) LIMITED [Strike Off] CIN = U93000PY1995PLC001144

Company & Directors' Information:- G V SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200TG2007PTC053991

Company & Directors' Information:- D V M SOLUTIONS LIMITED [Converted to LLP] CIN = U74140DL1999PLC102362

Company & Directors' Information:- T X S SOFTWARE SOLUTIONS (INDIA) PRIVATE LIMITED [Strike Off] CIN = U72200TG2007PTC055470

Company & Directors' Information:- T S SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200UP2000PTC025406

Company & Directors' Information:- U & F SOLUTIONS PRIVATE LIMITED [Active] CIN = U74999TN2013PTC089891

Company & Directors' Information:- K S M SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2004PTC128463

Company & Directors' Information:- R B SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC140322

Company & Directors' Information:- R R SOLUTIONS PRIVATE LIMITED [Active] CIN = U45309BR2008PTC013387

Company & Directors' Information:- SOFTWARE INDIA PRIVATE LIMITED [Active] CIN = U72200RJ1995PTC010577

Company & Directors' Information:- B A SOLUTIONS INDIA PRIVATE LIMITED [Active] CIN = U74999DL2006PTC155492

Company & Directors' Information:- R J SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC133815

Company & Directors' Information:- R M G SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200TN2006PTC058855

Company & Directors' Information:- C A AND S SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200AP2000PTC034546

Company & Directors' Information:- H J SOFTWARE PRIVATE LIMITED [Active] CIN = U72200TG2007PTC056351

Company & Directors' Information:- U AND U SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U67200OR2004PTC007651

Company & Directors' Information:- R A SOLUTIONS PRIVATE LIMITED [Active] CIN = U51101MH2013PTC249132

Company & Directors' Information:- R T W SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200MH2004PTC145773

Company & Directors' Information:- I & I SOFTWARE INDIA PRIVATE LIMITED [Strike Off] CIN = U72200TN2005PTC056262

Company & Directors' Information:- D F SOFTWARE INDIA PRIVATE LIMITED [Strike Off] CIN = U72200TZ2003PTC010629

Company & Directors' Information:- A E T SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200TG2004PTC036640

Company & Directors' Information:- K N P SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72300TG2011PTC076036

Company & Directors' Information:- I SOLUTIONS(INDIA) PRIVATE LIMITED [Strike Off] CIN = U72900TN2004PTC052692

Company & Directors' Information:- E. C. SOFTWARE INDIA PRIVATE LIMITED [Active] CIN = U72900TN2007PTC063486

Company & Directors' Information:- Q 3 INDIA SOFTWARE PRIVATE LIMITED [Active] CIN = U72900TN2007PTC065786

Company & Directors' Information:- K Y SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200DL2005PTC136072

Company & Directors' Information:- R V I T SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200DL2005PTC137434

Company & Directors' Information:- T M I SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200KA2005PTC036299

Company & Directors' Information:- R M T SOLUTIONS INDIA PRIVATE LIMITED [Strike Off] CIN = U74210KA2011PTC056861

Company & Directors' Information:- B C L SOFTWARE (INDIA) PRIVATE LIMITED [Strike Off] CIN = U30007MH1999PTC117922

Company & Directors' Information:- C C M SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TG2000PTC034002

Company & Directors' Information:- SOFTWARE SOLUTIONS (INDIA) PRIVATE LIMITED [Strike Off] CIN = U72200MH1988PTC047924

Company & Directors' Information:- S S R SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200TG1999PTC033031

Company & Directors' Information:- E M C SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200KA1996PTC020112

Company & Directors' Information:- M I S SOFTWARE PRIVATE LIMITED [Active] CIN = U72200TN2008PTC068694

Company & Directors' Information:- R I SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U52392WB1999PTC088640

Company & Directors' Information:- N G L SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200KL2001PTC014656

Company & Directors' Information:- L S SOLUTIONS PRIVATE LIMITED [Active] CIN = U67190DL2020PTC371664

Company & Directors' Information:- S P K SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200TZ2003PTC010438

Company & Directors' Information:- A. T. SOFTWARE PRIVATE LIMITED [Active] CIN = U72200TG1996PTC023841

Company & Directors' Information:- 9 I SOLUTIONS PVT LTD [Strike Off] CIN = U72200TG2005PTC048565

Company & Directors' Information:- J A K SOFTWARE PVT LTD [Active] CIN = U72200DL2001PTC111929

Company & Directors' Information:- S G SOLUTIONS PRIVATE LIMITED [Active] CIN = U74999BR2008PTC013392

Company & Directors' Information:- K P N SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74900KA2011PTC057705

Company & Directors' Information:- R R SOFTWARE PVT LTD [Under Process of Striking Off] CIN = U72200KL1991PTC006051

Company & Directors' Information:- A M H SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200DL2005PTC132410

Company & Directors' Information:- K SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200PN2001PTC016012

Company & Directors' Information:- V N SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74900DL2009PTC195421

Company & Directors' Information:- P D A SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72900DL2003PTC123465

Company & Directors' Information:- K C SOFTWARE PRIVATE LIMITED [Active] CIN = U74899DL1989PTC036923

Company & Directors' Information:- R. K. SOLUTIONS PRIVATE LIMITED [Active] CIN = U74140DL2007PTC161367

Company & Directors' Information:- J K B SOLUTIONS INDIA PRIVATE LIMITED [Strike Off] CIN = U74900DL2015PTC284162

Company & Directors' Information:- S R SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200HR2000PTC055629

Company & Directors' Information:- B E SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200KA2005PTC037127

Company & Directors' Information:- G R K SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900TG2002PTC039029

Company & Directors' Information:- J P SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200PY2003PTC001720

Company & Directors' Information:- G N SOLUTIONS PRIVATE LIMITED [Active] CIN = U65993PN2008PTC132031

Company & Directors' Information:- J .S .SOLUTIONS PRIVATE LIMITED [Active] CIN = U72900PB2007PTC030855

Company & Directors' Information:- S & P SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72100TN2008PTC068960

Company & Directors' Information:- I SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72300MH2012PTC225903

Company & Directors' Information:- SOLUTIONS @ PANORAMA TRAVEL PRIVATE LIMITED [Strike Off] CIN = U63040MH2010PTC199347

Company & Directors' Information:- A.N.D SOLUTIONS PRIVATE LIMITED [Active] CIN = U74999MH2013PTC244625

Company & Directors' Information:- V & M SOLUTIONS PRIVATE LIMITED [Active] CIN = U74999PN2014PTC150848

Company & Directors' Information:- G K SOLUTIONS PRIVATE LIMITED [Active] CIN = U72900MH2004PTC149891

Company & Directors' Information:- G K A SOLUTIONS PRIVATE LIMITED [Active] CIN = U72900MH2004PTC150210

Company & Directors' Information:- V M SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72900PN2010PTC136847

Company & Directors' Information:- M K R SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U01122TG2004PTC044148

Company & Directors' Information:- H. R. SOLUTIONS INDIA PRIVATE LIMITED [Strike Off] CIN = U74120TG2012PTC081581

Company & Directors' Information:- V R M SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200TG2015PTC100001

Company & Directors' Information:- T - SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900TN2011PTC079830

Company & Directors' Information:- T K SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900TN2015PTC100464

Company & Directors' Information:- S H SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900TG2009PTC065812

Company & Directors' Information:- E SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U72300UP2016PTC076258

Company & Directors' Information:- S A E-SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200WB2012PTC181964

Company & Directors' Information:- K. S. E-SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74999WB2012PTC185025

Company & Directors' Information:- Q I SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200JK2011PTC003421

Company & Directors' Information:- O S SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U93000JK2012PTC003733

Company & Directors' Information:- H M SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200HP2011PTC031756

Company & Directors' Information:- B AND P SOLUTIONS PRIVATE LIMITED [Active] CIN = U24100CH2015PTC035482

Company & Directors' Information:- A T SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900CH2009PTC031621

Company & Directors' Information:- R AND D SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U52392CH2010PTC032232

Company & Directors' Information:- R D PRATHAM AND CO PRIVATE LIMITED [Active] CIN = U60232DL2015PTC282869

Company & Directors' Information:- G S L SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72300DL2007PTC164747

Company & Directors' Information:- F K SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900DL2008PTC186101

Company & Directors' Information:- S N R SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72900DL2012PTC243073

Company & Directors' Information:- B. R. SOLUTIONS PRIVATE LIMITED [Active] CIN = U74140DL2002PTC116699

Company & Directors' Information:- G. M. S E-SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74140DL2012PTC235662

Company & Directors' Information:- A N S SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74140DL2012PTC245060

Company & Directors' Information:- S & T SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74140DL2013PTC247089

Company & Directors' Information:- M A SOLUTIONS PRIVATE LIMITED [Active] CIN = U74140DL2014PTC265618

Company & Directors' Information:- S A N SOLUTIONS PRIVATE LIMITED [Active] CIN = U74999DL2002PTC117534

Company & Directors' Information:- O J S G SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74999DL2014PTC267923

Company & Directors' Information:- I G SOLUTIONS PRIVATE LIMITED [Active] CIN = U70109DL2012PTC244223

Company & Directors' Information:- S N R SOLUTIONS PRIVATE LIMITED [Active] CIN = U72100DL2011PTC216142

Company & Directors' Information:- R K R SOFTWARE SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200DL2004PTC130818

Company & Directors' Information:- P G I T SOLUTIONS PRIVATE LIMITED [Active] CIN = U72200DL2005PTC139469

Company & Directors' Information:- K A V SOFTWARE PRIVATE LIMITED [Active] CIN = U72200DL2005PTC144121

Company & Directors' Information:- H R SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74899DL1995PTC073143

Company & Directors' Information:- A 2 Z SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74899DL2001PTC109658

Company & Directors' Information:- C M S SOFTWARE PRIVATE LIMITED [Active] CIN = U74899DL2005PTC142352

Company & Directors' Information:- S M I T SOFTWARE COMPANY PRIVATE LIMITED [Strike Off] CIN = U74899DL2006PTC144816

Company & Directors' Information:- A P D SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74900DL2013PTC249969

Company & Directors' Information:- V R A A P SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74950DL2014PTC271337

Company & Directors' Information:- R - N - A E - SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74900KA2008PTC045680

Company & Directors' Information:- V S T SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74900KA2010PTC053117

Company & Directors' Information:- A D SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200KA2002PTC030722

Company & Directors' Information:- V SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200KA2010PTC052832

Company & Directors' Information:- N R L SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900KA2013PTC069148

Company & Directors' Information:- S V SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U74140GJ2007PTC051390

Company & Directors' Information:- A & A SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200PN2008PTC131887

Company & Directors' Information:- T N B SOLUTIONS PRIVATE LIMITED [Active] CIN = U72900MH2007GAT171606

Company & Directors' Information:- H. A. N. R. E. J SOFTWARE PRIVATE LIMITED [Strike Off] CIN = U72200TG2008PTC062044

Company & Directors' Information:- U K SOFTWARE SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72400TN2008PTC069019

Company & Directors' Information:- H F SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72300DL2007PTC168577

Company & Directors' Information:- K V M SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900DL2008PTC180136

Company & Directors' Information:- A R C O N SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72200KL2007PTC020421

Company & Directors' Information:- T & T SOLUTIONS PRIVATE LIMITED [Strike Off] CIN = U72900GJ2007PTC051103

    CA (CAA) No. 23 (ND) of 2018

    Decided On, 20 March 2018

    At, National Company Law Tribunal New Delhi

    By, THE HONOURABLE MR. R. VARADHARAJAN
    By, JUDICIAL MEMBER & THE HONOURABLE DR. V.K. SUBBURAJ
    By, TECHNICAL MEMBER

    For the Applicants: Sandeep Taneja, Advocate. For the Respondents: ------



Judgment Text

Dr. V.K. Subburaj.

I. This is an application which is filed by the petitioner companies herein, Pratham Software Private Limited (for brevity 'Transferor Company'), with Pratham Solutions Private Limited (for brevity 'Transferee Company') under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of demerger (hereinafter referred to as the 'SCHEME') proposed between the applicants. The said Scheme is also annexed as Annexure 'A-7' to the application. The applicants above named have preferred the instant application in effect for the following purpose as evident inter alia from the reliefs sought for in the Application, namely:

(a) Appropriate directions may kindly be issued for dispensing with the requirement of convening the meeting of equity shareholders secured and unsecured creditors of the Transferor/Demerged company as well as Transferee/Resulting Company.

(b) Any other order which may be deemed appropriate in the facts and circumstances of the case may also be passed in favour of the applicant companies.

2. An affidavit in support of the above application sworn for and on behalf of both the Transferor and the Transferee Company by one Mr. Puneet Mittal has been filed, being the Director of the respective Companies along with the application. Counsel for the joint applicants took us through the averments made in the application as well as the typed set of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that a joint application filed by the applicants is maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Arrangements) Rules 2016 and it is also represented that the registered office of all the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, Jaipur, Rajasthan.

3. In relation to Pratham Software Private Limited being the Transferor Company, in the Scheme marked as Annexure 'A-7', it is represented that it Is having 4 Equity Shareholders as on 20.01.2018 and all of them have given their consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferor Company has no Unsecured Creditors as on 20.01.2018. It is further represented by the counsel for Applicants that the Transferor Company has only one Secured Creditor as on 20.01.2018. In relation to the shareholders and secured creditor of the Transferor Company, it seeks dispensation from convening and holding of the meetings in view of consent by way of affidavits having been obtained and the same has been placed on record.

4. In relation to Pratham Solutions. Private Limited being Transferee Company in the Scheme marked as Annexure 'A-7', Learned Counsel represents that company is having 4 Equity Shareholders as on 20.01.2018 and all of them have given their respective consents by way of affidavit. It is further represented by the counsel for Applicants that the Transferee Company has no secured and unsecured creditors as on 20.01.2018. In relation to the shareholders of the Transferee Company, it seeks dispensation from convening and holding of the meetings in view of consent by way of affidavit having been obtained all of which also been placed on record.

5. In relation to the territorial jurisdiction, Ld, Counsel for the applicant companies submit that since the registered office of the respective companies fall within the purview of Registrar of Companies, Jaipur, Rajasthan, this Tribunal has the necessary territorial jurisdiction to entertain the joint application.

6. We have perused the joint application and the connected documents/papers filed therewith including the Scheme of Arrangement contemplated between the Applicant companies.

7. From the certificate of incorporation filed, it is evident that Transferor Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 10th August, 2004 vide CIN: U72200RJ2004PTC019576 with Registrar of Companies, Rajasthan Jaipur, under the name and style of 'Pretham Software Private Limited'. A copy of Certificate of Registration has been placed on record.

8. The Authorized Share Capital of the Transferor Company is Rs.10,00,000/-(Rupees Ten Lacs Only) divided into 10,00,000 (Ten lacs) Equity Shares of Re.1/- (Rupee one only) each. The Issued, Subscribed and Paid-up Share Capital of the Transferor Company is Rs.1,00,000/- (Rupees One lac Only) divided into 1,00,000 (one lac) Equity Shares of Re.1/- (Rupee One only) each.

9. From the certificate of incorporation filed, it is evident that the Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 20th August 2004 vide CIN: U72200RJ2004PTC019637 with Registrar of Companies, Rajasthan Jaipur, under the name and style of 'Pratham Solutions Private Limited'.

10. The Authorized Share Capital of the Transferee Company is Rs.1,00,000/-(Rupees one Lac Only) divided into 1,00,000 (One Lac) Equity Shares of Rs.1/- (Rupee One. only) each. The Issued, Subscribed and Paid-Up Share Capital of the Transferee Company as on date is Rs.1,00,000/- (Rupees One lac Only) divided into 1,00,000 (One lac) Equity Shares of Rs.1/- (Rupee one only) each.

11. Both the applicants have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses as well as their last available audited financial statements for the year ended 31.03.2017 along with the Provisional financial statement as on 20.01.2018.

12. The Board of Directors of the Applicant companies vide separate meetings held on 01.01.2018, have unanimously approved the proposed Scheme of Amalgamation as contemplated above and copies of resolutions passed thereon have been placed on record by the companies.

13. The appointed date as specified in the Scheme is 1st April, 2017 subject to the directions of this Tribunal.

14. The applicant companies have stated in the petition that no investigation proceedings are pending against them, That the Applicant Companies have complied with the proviso to Section 230 (7) and Section 232 (3) by filing the certificate of the Company’s Auditor in relation to compliance with the Accounting Standards under section 133 of the Companies Act, 2013.

15. Taking into consideration the application filed jointly by the Applicant Companies and the documents filed therewith; this tribunal propose to issue the following directions with respect to calling, convening and holding of the meetings of the Equity Shareholders, Secured and Unsecured Creditors, or dispensing with the as follows:-

A) In relation to the Transferor Company:

(i) With respect to Equity shareholders:

Since it is represented by the Transferor Company there are 4 Equity shareholders in the Company whose consents have been obtained and are placed on record, therefore the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with.

(ii) With respect to Secured Creditor:

Since it is represented by the Transferor Company that there is only one Secured Creditor in the Company, whose consent has also been obtained and placed on record, therefore the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with

(iii )With respect to Unsecured Creditors:

Since it is represented by the Transferor Company that there is no Unsecured Creditors in the company, the necessity of convening and holding a meeting does not arise and it is dispensed with.

B) In relation to Transferee Company:

(i) With respect to Equity shareholders:

Since it is represented by the Transferee Company that there a

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re 4 Equity shareholders in the Company whose consents have been obtained and are placed on record, the necessity of convening and holding a meeting to consider and if thought fit, the approval of the scheme is dispensed with. (ii) With respect to Secured Creditor: Since it is represented by the Transferee Company that there is no Secured Creditor in the Company, the necessity of convening a meeting does not arise and it is dispensed with. (iii) With respect to Unsecured Creditors: Since it is represented by the Transferee Comp. any that there is no Unsecured Creditor in the company, the necessity of convening and holding a meeting does not arise and it is dispensed with. The application stands allowed on the aforesaid terms.. Let the petition for approval of the scheme of Amalgamation be filed within a period of seven days from the date of this Order.
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