SL.No.1 HYDERABAD BENCH COURT HALL NO: II PHYSICAL HEARING CORAM: JUSTICE TELAPROLU RAJANI – HON’BLE MEMBER (J)

CORAM: SHRI CHARAN SINGH - HON’BLE MEMBER (T)

ATTENDANCE-CUM-ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL, HYDERABAD BENCH, HELD ON 02.02.2023 AT 02:30 PM

ORDER

Petition is allowed, vide separate orders.

Sd/- Sd/-

MEMBER (T) MEMBER (J)

Apoorva IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH – II CA (CAA) No.14/230/HDB/2022 [Sections 230-232 r/w Section 66 and other applicable provisions of the Companies Act, 2013]

In the matter of Scheme of Arrangement of M/s. Pramati Software Private Limited (‘the Demerged Company’)

And M/s. Wavemaker India Private Limited (‘the esulting Company’)

And Their respective Shareholders M/s. Pramati Software Private Limited Having Registered Office at

5th Floor, N Heights, Plot – 12 Software Units Layout, Madhapur Hyderabad - 500081 Rep. by its Company Secretary, Mr. Jagadish Veeravalli …Petitioner Company-1/Demerged Company And M/s. Wavemaker India Private Limited Having registered office at

5th Floor, N Heights, Plot – 12, Software Units Layout, Madhapur, Hyderabad, Telangana – 500081 Rep. by its Director, Mr. Harish Thirumalai …. Petitioner Company-2/ Resulting Company Date of Order: 02.02.2023 Date of order: 02.02.2023 Coram:

Hon’ble Justice Smt.Telaprolu Rajani, Member (Judicial)

Hon’ble Shri Charan Singh, Member (Technical)

Counsel/Parties present:

For the Petitioner : Mr. P. Anil Mukherji, Advocate For Regional Director : Mr.Shashi Raj Dhara, Joint Director [ PER: BENCH ]

ORDER I. The present Company Petition is filed by M/s. Pramati Software Private Limited, for short ‘Demerged Company’ and M/s. Wavemaker India Private Limited, for short ‘Resulting Company’ under Sections 230-232 r/w Section 66 and all other applicable provisions of the Companies Act, 2013 seeking to sanction the Scheme of Arrangement, for short ‘the Scheme’ between M/s. Pramati Software Private Limited and M/s. Wavemaker India Private Limited and their respective shareholders.

Date of Order: 02.02.2023 II. Briefly, the facts of the Application are as follows:

i. The Petitioner Company-1 was incorporated as a Private Limited Company on 15.12.2020 vide CIN:

U72900TG2020PTC146867.

ii. The Petitioner Company-1 is carrying on the business of developing, selling, distributing, providing support for and marketing software products in India and abroad using channels, agents and dealers and to act as agents and distributors for computer software of any foreign company in India and abroad; to provide onsite and offshore consulting services in internet, object and database technologies to companies abroad; and to develop World Wide Web content and interactive web applications for individuals and organizations in India and abroad, using programming languages and tools. To provide Internet provider services.”

A copy of the Memorandum and Articles of Association of the Petitioner Company-1 is filed as Annexure-A at page nos.33 to 49 of the application.

Date of Order: 02.02.2023 iii. The Petitioner Company-1 is currently engaged, inter alia, in the business of software development which includes developing, selling, distributing, providing support for and marketing software products in India and abroad and the business of building independent businesses focused on profitable, well-defined markets in social, mobile and cloud computing technologies. The Petitioner Company-1 holds 24.45% shares in Wavemaker Inc., a company incorporated in the United States of America and having its registered office at 4965 Preston Park Blvd, Suite 825, Plano, TX 75093, USA which is engaged, inter alia, in the business of development of a software product, named “WaveMaker”.

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