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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:02.11.2012
+ Co. Appl. (M) No.170 of 2012
RAJASTHAN GLOBAL SECURITIES LIMITED
...Transferee/Petitioner No.1
FORRESTER SECURITIES PRIVATE LIMITED
...Transferor No1/ PetitionerNo.2
CROSSOVER SECURITIES MANAGEMENT PVT. LTD.
...Transferor No.2/Petitioner No.3
AUREOLE IMPEX PRIVATE LIMITED
.... Transferor No.3/Petitioner No.4
SPEED COLONISERS AND DEVELOPERS PVT. LTD.
...Transferor No.4/Petitioner No.5
Through: Ms. Gurkamal Hora Arora,
Advocate with Mr. Varun
Sharma, Advocate
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
INDERMEET KAUR, J. (Oral)
1. This is a first motion joint Application under Sections 391 to 394 of the Companies Act, 1956, (for short, the Act) in connection with Co.A (M) No.170/2012 Page 1 of 7 the Scheme of Arrangement (for short, Scheme) between Forrester Securities Private Limited, Crossover Securities Management Private Limited, Aureole Impex Private Limited and Speed Colonisers and Developers Private Limited (hereinafter referred to as the Transferor Companies) and Rajasthan Global Services Limited (hereinafter referred to as Transferee Company). A copy of the proposed Scheme is filed along with the Application as Annexure 'A'.
2. The registered offices of the Transferee and Transferor Companies are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court.
3. Details with regard to the date of incorporation of Transferee and Transferor Companies, their authorized, issued, subscribed and paid up capital have been given in the Application.
4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2012 of all the Applicant Companies have also been enclosed with the Application.
Co.A (M) No.170/2012 Page 2 of 7
5. Learned Counsel for the Applicant Companies submits that no proceedings under Sections 235 to 251 of the Act are pending against any of the Applicant Company as on the date of the present Application.
6. The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.
7. The status of the Shareholders, Secured and Un-secured Creditors of the Transferee Company and Transferor Companies and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given below:
Transferee Company Transferor Transferor Transferor No. Transferor No.1 Company No.2 3 Company No. 4 Company Company Number of 6 2 2 2 2 shareholders Page 293 Page 335 Page 376 Page 417 Page 459 Consent given All All All All All Page Number Page. 490-496 Page. 498-500 Page. 501-503 Page. 503-506 Page.
507-509
Co.A (M) No.170/2012 Page 3 of 7
Number of 1 Nil Nil Nil Nil
Secured
Creditors Page.295 Page.337 Page. 378 Page.419 Page 461
Consent Given All N.A. N.A. N.A N.A
Page Number 497 -- --
Number of un- Nil Nil Nil Nil Nil
secured
creditors Page.295 Page. 337 Page. 378 Page.419 Page.461
Consent given N.A N.A. N.A. N.A N.A
Page Number - - - - -
Page Number 294-295 336-337 377-378 418-419 460-461
CA certificates
8. A prayer has been made for dispensation of the requirement of convening meetings of Equity Shareholders and creditors of the Transferee Company and Transferor Companies.
9. In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.1 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.1 Company is dispensed with. There is no Secured or unsecured Creditor Co.A (M) No.170/2012 Page 4 of 7 in the Transferor no.1 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.1 Company does not arise.
10. In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.2 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.2 Company is dispensed with. There is no Secured or unsecured Creditor in the Transferor no.2 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.2 Company does not arise.
11. In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.3 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.3 Company is dispensed with. There is no Secured or unsecured Creditor in the Transferor no.3 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.3 Company does not arise.
Co.A (M) No.170/2012 Page 5 of 7
12. In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.4 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.4 Company is dispensed with. There is no Secured or unsecured Creditor in the Transferor no.4 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.4 Company does not arise.
13. In view of the written consents/NOC given by all the Equity Shareholders and secured creditors of the Transferee Company, the requirement of convening meeting of Equity Shareholders and the secured creditors of the Transferee Company is dispensed with. There are no unsecured Creditor in the Transferee Company. Therefore, the question of convening meeting of unsecured Creditors of the Transferee Company does not arise.
14. Insofar as the Creditors in respect of both the Transferor companies and Transferee Company are concerned, the Applicant Companies have placed on record the certificates of Chartered Accountants of all the Applicant Companies.
Co.A (M) No.170/2012 Page 6 of 7
15. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J NOVEMBER 02, 2012 A Co.A (M) No.170/2012 Page 7 of 7