1613053450f9bc9e2d0db8bb999ac7c9c0a7f7e42d12a8a04b76aa963dd27216

1. This is first motion joint Application under section 391 to 394 of the Companies Act, 1956 (“Act”) in connection with the Scheme of Amalgamation (“Scheme”) of Shivraj Exim Private Limited (hereinafter referred to as Transferor Company No. 1), MAR Fashions Private Limited (hereinafter referred to as Transferor Company No. 2) and Funny Time Finvest Private Limited (hereinafter referred to as Transferor Company No. 3) with ASM Pipes Private Limited (hereinafter referred to as Transferee Company) (hereinafter collectively referred to as Applicant 2014:DHC:6522 Co. Appl.

(M) No. 160/2014 2 Companies). A copy of the proposed Scheme is enclosed with the Application.

2. The registered offices of the Applicant Companies are situated within the National Capital Territory of Delhi, within the jurisdiction of this Court.

3. The details of the dates of incorporation of the Applicant Companies, its authorized, issued, subscribed and paid up capital have been enclosed with the Application.

4. The certified copy of the Memorandum and Articles of Association, latest Audited Accounts as on 31.03.2014 of the Applicant Companies have 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 the Applicant companies as on the date of the present Application.

6. The proposed Scheme has been approved by the Board of Directors of the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application. Co. Appl.

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7. The status of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies and the consents obtained by them for the proposed Scheme are as follows: Company No. of Share holder Consent Given No of Secured Creditor Consent Given No of Unsecured Creditor Consent Given Transferor Company No.1

8. A prayer has been made for dispensation from the requirement of convening the meetings of the Shareholders, Secured and the Un-secured Creditors of the Applicant Companies.

9. In view of the written consents/NOC given by all the Shareholders of the Applicant Companies, the requirement of convening meeting of Shareholders of the Applicant Companies is dispensed with. Co. Appl.

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10. Since there are no Secured Creditors in the Transferor Companies and Transferee Company therefore the requirement of convening meeting of Secured Creditors of the Transferor Companies and Transferee Company does not arise.

11. Since there are no Un-secured Creditors in the Transferor Company No. 1, Transferor Company No. 2 and Transferee Company, therefore the requirement of convening meeting of Un-secured Creditors of the Transferor Company No. 1, Transferor Company No. 2 and Transferee Company does not arise.

12. In view of the written consents/NOC given by sole Unsecured Creditor of the Transferor Company No. 3, the requirement of convening the meeting of sole Unsecured Creditor of the Transferor Company No. 3 is dispensed with.