Apoorva
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
TRANSFER PETITION NO.
COMPANY PETITION/APPLICATION NO.
CP (CAA) No.21/230/HDB/2022
NAME OF THE COMPANY
Pramati Software Pvt Ltd (Demerged Co.)&
Wavemaker India Pvt Ltd (Resulting Co.)
NAME OF THE PETITIONER(S)
NAME OF THE RESPONDENT(S)
UNDER SECTION
230
ORDER
Petition is allowed, vide separate orders.
Sd/- Sd/-
MEMBER (T) MEMBER (J)
IN THE NATIONAL COMPANY LAW TRIBUNAL
HYDERABAD BENCH – II
CP (CAA) No.21/230/HDB/2022
connected with
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
NCLT – Hyd. Bench –II
CP (CAA) No.21/230/HDB/2022
connected with
CA (CAA) No.14/230/HDB/2022
Date of Order: 02.02.2023
Page 2 of 17
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.
NCLT – Hyd. Bench –II
CP (CAA) No.21/230/HDB/2022
connected with
CA (CAA) No.14/230/HDB/2022
Date of Order: 02.02.2023
Page 3 of 17
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