In Re: Prion PLM and IT Services (India) Private Limited

Anand Byrareddy, J.—This application is filed by M/s. Prion PLM and IT Services (India) Private Limited (hereinafter referred to as ''the Transferor Company'', for brevity) to dispense with the meetings of the shareholders and creditors of the applicant - company, to approve a scheme of amalgamation wherein the Transferor company is proposed to be merged with Accenture Services Private Limited (hereinafter referred to as ''the Transferee company'', for brevity). The Transferor company was incorporated in the year 2005 under the provisions of the Companies Act, 1956, with the Registrar of Companies, Karnataka under the name and style of ''Prion PLM and IT Services (India) Private Limited'', to carry on the business of electronic data processing and allied services.

The registered office of the applicant is at Bangalore. The Board of Directors have approved and adopted a scheme of amalgamation at the meeting held on 25.11.2013. The applicant - company is a 100% subsidiary of the Transferee company and there are only two shareholders in the applicant company, one of which is a nominee shareholder and they are said to be holding 1,048 equity shares of Rs. 1,000/- each. Both the shareholders of the applicant - company have consented to the proposed scheme. The list of shareholders is duly certified by a Chartered Accountant and their consent letters are also produced. It is claimed that there are no secured creditors of the applicant - company as on 30.09.2013, and the same is duly certified by a Chartered Accountant. It is also claimed that there are no unsecured loan creditors and the statement is duly certified by the Chartered Accountant. It is further stated that the unsecured Trade Creditors of the applicant - company would not be affected by the proposed scheme and no compromise is being entered into with the creditors pursuant to the scheme and therefore, seeks exemption from conducting the meetings, as prayed for.

In that view of the matter, the application is allowed. The holding of meetings of the shareholders and creditors is dispensed with.

The applicant to file a petition u/s 394 of the Companies Act, 1956, within four weeks.