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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:11th October, 2012
+ Co.Appl. (M) 151/2012
IN THE MATTER OF
SATRANG ADVISORY SERVICES PVT. LTD. .... Transferor
Company No. 1
AND
TECHGENIE SERVICES INTERNATIONAL
PVT. LTD. .... Transferor
Company No. 2
WITH
RAMPGREEN SOLUTIONS PVT. LTD. .... Transferee
Company
Through:- Ms. Maneesha Dhir and
Mr. Hemant Sharma, Advs.
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 „Act‟) in connection with the Scheme of Arrangement (for short „Scheme‟) between Satrang Advisory Services Pvt. Ltd. (hereinafter referred to as "Transferor No. 1 Company") and TechGenie Services International Pvt. Ltd. (hereinafter C.A.(M) No.151/2012 Page 1 of 6 referred to as "Transferor No. 2 Company") with RAMPgreen Solutions Pvt. Ltd. (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 Transferor and Transferee 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 Transferor and Transferee 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.
5. Learned Counsel for the Applicant Companies submits that no proceeding under Sections 235 to 251 of the Act is pending against any of the Applicant Companies 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. C.A.(M) No.151/2012 Page 2 of 6
7. The status of the Shareholders, Secured and Unsecured Creditors of the Transferor and Transferee Companies and the Consents obtained by them for the proposed Scheme is clearly apparent from the chart given below:-
Company No. of Consent No. of Consent No. of Consent
Shareholders Given/ Secured Given/ unsecured Given/
Page No. creditors Page No. Creditors Page No.
Transferor 2 All Nil N.A. 2 All
No.1 Page- 359 Pages- Page-369 Pages-
Company 360-361 370-373
Transferor 2 All Nil N.A. 2 All
No.2 Page- 362 Pages- Page-374 Pages-
Company 363-364 375-378
Transferee 2 All Nil N.A. 8 (10-2) All
Company Page-365 Pages- Pages-379- Pages-
366-368 380 381-390
2(Two) out of 10 (Ten) Unsecured Creditors of the Transferee Company, namely Security and Personnel Services Pvt. Ltd. and Aditya Facility Services Pvt. Ltd. have been paid off by the Transferee Company. The Payment Details for the same are at Page 390-391. Consents of all the remaining 8 (Eight) Unsecured Creditors of the Transferee Company have been placed on record at Pages 381-388.
8. A prayer has been made for dispensation of the requirement of convening meetings of Equity Share holders and Unsecured Creditors of the Transferor Company No.1 and the Transferor Company No.2. C.A.(M) No.151/2012 Page 3 of 6 Further, a prayer has been made for dispensation of the requirement of convening meeting of the Equity Shareholders and Unsecured Creditors of the Transferee Company.
9. In view of the written consents/NOC given by all the Equity Shareholders and Unsecured Creditors of the Transferor Company No.1 and the Transferor Company No.2, the requirement of convening meeting of Equity Shareholders and Unsecured Creditors of the Transferor Company No.1 and the Transferor Company No.2 is dispensed with. There are no Secured Creditors in the Transferor Company No.1 and the Transferor Company No.2. Therefore, the requirement of convening meeting of Secured Creditors of the Transferor Companies does not arise.
10. In view of the written consents/NOC given by all the Equity Shareholders and Unsecured Creditors of the Transferee Company, the requirement of convening meeting of Equity Shareholders and Unsecured Creditors of the Transferee Company is dispensed with. There are no Secured Creditors in the Transferee Company. Therefore, the requirement of convening meeting of Secured Creditors of the Transferee Company does not arise.
C.A.(M) No.151/2012 Page 4 of 6
11. In so far as the Trade Creditors in respect of the Transferor Company No.1 are concerned, the Transferor Company No.1 has placed on record the certificate of Chartered Accountants M/s. Bansal Neeraj & Associates dated 23.08.2012. In so far as the Trade Creditors in respect of the Transferor Company No.2 and the Transferee Company are concerned, the Transferor Company No.2 and the Transferee Company has placed on record the certificate of Chartered Accountants M/s. Bansal Neeraj & Associates dated 29.08.2012. The Trade Creditors of the Transferor No.1 Company as on 23rd August 2012 were 2. The Trade Creditors of the Transferor No.2 Company and Transferee Company as on 29th August 2012 were 2 and 10 respectively. Subsequently, 2(Two) out of 10 (Ten) Unsecured Creditors of the Transferee Company, namely Security and Personnel Services Pvt. Ltd. and Aditya Facility Services Pvt. Ltd. have been paid off by the Transferee Company on 31.08.2012 and 10.09.2012 respectively vide Payment Details annexed at Page 389-390. This Court, however, directed the Applicant Companies to place on record Certificate of the Chartered Accountant or bank statement certifying that the said payment has been received by the afore-noted unsecured creditors. Mr. Sandeep Masand, the Director of C.A.(M) No.151/2012 Page 5 of 6 the Transferee Company and the authorized signatory of all the Applicant Companies, has placed an Affidavit dated 09.10.2012 along with the letters from the afore-noted unsecured creditors and also the Certificates from the Chartered Accountant, M/s Bansal Neeraj & Associates, all dated 28.09.2012. In view of the same, this court is of the view that the requirement of convening the meetings of trade creditors of the Applicant Companies does not arise.
12. The application stands allowed in the aforesaid terms.
Order dasti.
INDERMEET KAUR, J OCTOBER 11, 2012/rb C.A.(M) No.151/2012 Page 6 of 6