NTT Data Global Delivery Services Limited v. NTT Data India Enterprises Application Services Private Limited & Ors.

1. This is a first tnotion joint application under Sections 391 and 394 of the Companies Act, 1956 ('Act') in connection with the Scheme of Amalgamation ('Scheme') of 'NTT Data India Enterprises Application Services private Limited (Non-Applicant/Transferor company No.l)' NTT Data Global Technology Services Private Limited (Non-ApplicanVTransferor Company No.2)' with 'NTT Data Global Delivery Services Limited (Applicant/ Transferee Company)'. A copy of the proposed Scheme is filed along with the application.

2. The registered office of the Non Applicant Transferor company No.l is situated at Hyderabad, and Non Applicant Transferor Company No.2 is at pune, Maharashtra, outside the jurisdiction of this Court. However, the Applicant Co. Appl. 41 of 2013 2013:DHC:8300 Transferee company is situated within the National and is within the jurisdiction of this Court. Capital Territory of Delhi companies, and paid up capital no proceedings the Applicant 4' Copies of the Memorandum and Articles of Association as well as the latest audited annual accounts for the year ended 31't March 2012 of the Transferor companies and Transferee company have also been enclosed with the application.

3. Details of the dates of incorporation of the Transferor Transferee company, their authorized, issued, subscribed and have been enclosed with the application.

5. Learned counsel for the Applicant company submitted that under sections 235 to zsr of the Act are pending against company as on the date of the present application. 6' The proposed Scheme has been approved by the Board of Directors (BOD) of the Applicant company. Copy of the board resolution has been filed along with the application. Co. AppL 41 of2013 7 ' The status of the shareholders, secured and unsecured creditors of the Transferee company and the consents obtained from them for the proposed scheme is set out in a table forming part of the application which reads as under: 8' A prayer has been made for dispensation of the requirement of convening the meetings of the shareholders and the creditors of the Transferee company. No. of equity sha.eholders No. of secured creditors No. of unsecured.rcditorc Particulars of traae crffirs The Transferee company Total Trade creditors Total Trade cr.ditorJf uid--]ff before filine the Total Trade creditors- unpaid before filing the present Scheme Consents given Co. AppL 41 of 2013 Poge 3 of 4

9. In view of the written consentsA{OCs given by all shareholders Transferee company, the requirement of convening the meetings shareholders of the Transferee company is dispensed with.

10. Since there are no secured and unsecured creditors in the Applicant company, hence the requirement of convening the meeting of secured and unsecured creditors is also dispensed with.

11. In view of the written consentsAlOCs given by all trade creditors in the Transferee company, the requirement of convening their meetings is dispensed with.

12. The application stands allowed in the aforesaid terms.

13. Order dasti.

S. MURALIDHAR, J