Rajgharana Projects Private Limited v. Umra Securities Limited

1. This is a first motion joint Application under Sections 391 to 394 of the Companies Act, 1956 (“Act”) in connection with the Scheme of Amalgamation (“Scheme”) of Rajgharana Projects Private Limited (hereinafter referred to as the Transferor Company) with Umra Securities Limited (hereinafter referred to as the Transferee Company) (hereinafter all Companies collectively referred to as Applicant Companies). A copy of the proposed Scheme has been enclosed along with the Application. 2014:DHC:5330 Co. Appl.

(M) No. 140/2014 2

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 with regard to the date of incorporation of Applicant Companies, their Authorized, Issued, Subscribed and Paid up Capital have been set out in the present Application.

4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2014 of the Applicant Companies have also been enclosed with the

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 Co. Appl.

(M) No. 140/2014 3

7. The status of the Shareholders, Secured and Un-secured Creditors of the Transferor Company and Transferee Company is apparent from the chart given below:-

8. In view of the above, a prayer has been made for dispensation of the requirement of convening meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Companies.

9. In view of the written consents/NOC obtained by the Shareholders of the Applicant Companies, the requirements of convening meetings of the Shareholders of the Applicant Companies are dispensed with.

10. In respect of the written consent/NOC given by the sole Corporate Secured Creditor of the Transferee Company, namely Housing Development Finance Company No. of Share holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Transferor Company

(M) No. 140/2014 4 Corporation Limited, Munirka, New Delhi, the Board Resolution has not been enclosed with the “No Objection Certificate”. The Transferee Company is directed to issue a specific notice to the said Corporate Secured Creditor at the time of moving of the Second Motion calling for their objection, if any, to the Scheme.

11. In view of the written consents/NOC obtained by the all Un-secured Creditors of the Transferee Company, the requirements of convening meetings of Un-secured Creditors the of the Transferee Company are dispensed with.

12. Since there are no Secured Creditors in Transferor Company, therefore the requirement of convening meeting of Secured Creditors of the Transferor Company does not arise.