Delhi High Court
Rajasthan Global Securities ... vs ---------------------------------- on 2 November, 2012
Author: Indermeet Kaur
$~
* 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
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.
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
Company Company
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
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
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.
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.
15. The Application stands allowed in the aforesaid terms.
Order Dasti.
INDERMEET KAUR, J
NOVEMBER 02, 2012
A
