Delhi High Court
Satrang Advisory Services Pvt. ... vs ---- on 11 October, 2012
Author: Indermeet Kaur
$~A3
* 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
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.
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.
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.
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
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
