IN RE Vs. IGEFI SOFTWARE INDIA PRIVATE LIMITED

JUDGEMENT

(1.) Under consideration is an Application filed under Sections 230 to 232 of the Companies Act, 2013 by M/s. IGEFI Software India Private Limited, (1st Transferor Company) , M/s. Financial Objects Software (India) Private Limited (2nd Transferor Company) and M/s. Temenos India Private Limited (Transferee Company) . The prayer made in the Application is to dispense with convening, holding and conducting of the meeting of equity shareholders and secured/unsecured creditors of the Transferors and Transferee Companies. M/s. IGEFI Software India Private Limited

(2.) The 1st Transferor Company viz. M/s. IGEFI Software India Private Limited, has 2 equity shareholders. The certificate issued by the Charted Accountant to that effect and the list of shareholders are placed at pages 213 and 214 of the typed set filed with the Application. The consent affidavits given by the two equity shareholders are placed at pages 215 to 219 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. Therefore, it is ordered to dispense with the meeting of the equity shareholders of the 1st Transferor Company. There is no secured creditor in the 1st Transferor Company and the certificate issued by the Chartered Accountant to that effect is placed at page 220 of the typed set filed with the Application. There are 18 unsecured creditors in the 1st Transferor Company. The certificate issued by the Chartered Accountant to that effect along with a list containing the details of subsequent payments made by the 1st Transferor Company to all the 18 unsecured creditors, is placed at pages 1 and 2 respectively of the additional typed filed with the Application. As such, there is no unsecured creditor with the 1st Transferor Company. The Registry is directed to issue notice to the Official Liquidator in respect of the 1st Transferor Company. The Official Liquidator shall in turn appoint Chartered Accountant on his own for the purpose of preparation of the report which shall be submitted to this Bench within four weeks from the date the copy of this Order is received.' M/s.' Financial Objects Software (India) Private Limited

(3.) In relation to the 2nd Transferor company viz., M/s. Financial Objects Software (India) Private Limited, it has two equity shareholders. The certificate issued by the Chartered Accountant to that effect and the list of shareholders are placed at pages 223 and 224 of the typed set filed with the Application. The consent affidavits given by the two shareholders are placed at pages 225 to 229 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. Therefore, it is ordered to dispense with the meeting of the equity shareholders of the 2nd Transferor Company. There is no secured creditor in the 2nd Transferor Company and the certificate issued by the Chartered Accountant to that effect is placed at page 230 of the typed set filed with the Application. There is one unsecured creditor in the 2nd Transferor Company. The certificate issued by the Chartered Accountant to that effect along with a list containing the details of subsequent payment made by the 2nd Transferor Company to the sole unsecured creditor, is placed at pages 3 and 4 respectively of the additional typed filed with the Application. As such, there is no unsecured creditor in the 2nd Transferor Company. The Registry is directed to issue notice to the Official Liquidator in respect of the 2nd Transferor Company. The Official Liquidator in turn shall appoint Chartered Accountant on his own for the purpose of preparation of the reports which shall be submitted to this Bench within four weeks from the date the copy of this order is received. . M/s. Temenos India Private Limited