Delhi High Court
Rategain It Solutions Private ... vs ........... on 30 July, 2014
Author: Sanjeev Sachdeva
$~36
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 113/2014
IN THE MATTER OF RATEGAIN IT SOLUTIONS
PRIVATE LIMITED & ANR
....Applicant
Through: Mr. Mahesh Agarwal,
Advocate for the
Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 30.07.2014
SANJEEV SACHDEVA, 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 a Scheme of Arrangement
(for short "Scheme") of RateGain IT Solutions Private
Limited (hereinafter referred to as Demerged
Company) with Ridaan Real Estate Private Limited
(hereinafter referred to as Resulting Company)
(hereinafter both Companies collectively referred to as
"Applicant Companies") and their respective
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Shareholders. The Scheme has been enclosed with the
Application.
2. The registered offices of the Applicant Companies are
situated at New Delhi, within the jurisdiction of this
Hon'ble Court.
3. The details with regard to the date of incorporation of
the Applicant Companies, their authorized, issued,
subscribed and paid up capital have been set out in
application.
4. Copies of the Memorandum and A rticles of
Association, latest Audited Accounts as on 31.03.2013
of the Applicant Companies have 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 the Applicant Companies as on
the date of the present Application.
6. The proposed scheme has been approved by the B oard
of Directors of all the Applicant Companies . True
copies of the Board Resolutions have been filed along
with the Application.
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7. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents
obtained from them for the proposed scheme is clearly
apparent from the chart given in the application which
is as follows:-
Company No. of Consent No of Consent No of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
Demerged 3 All Nil N.A 4 All
Company
Resulting 3 All Nil N.A Nil N.A
Company
8. A prayer has been made for dispensation of the
requirement of convening meetings of Shareholders,
Secured and Unsecured creditors of the Applicant
Companies.
9. In view of the written consents/NOC gi ven by the all
Shareholders in Applicant Companies, requirement of
convening the meetings of shareholders of Applicant
Companies are dispensed with.
10. In view of the written consents/NOC given by the
Unsecured Creditors of the Demerged Company,
requirement of convening the meeting of unsecured
creditors of Demerged Company is dispensed with.
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Since there are no unsecured Creditors in the Resulting
Company, the question of convening the meetings of
the unsecured creditors of the Resultant Company does
not arise.
11. Since there are no Secured Creditors in the Applicant
Companies, the question of convening the meetings of
the secured creditors of the applicant company does not
arise.
12. The application stands allowed in above terms.
Order dasti.
SANJEEV SACHDEVA, J
JULY 30 th , 2014
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