Pan India Consultants Private Limited v. Pan India Holdings Private Limited & Ors.

1. This is a first motion Application under Sections 391 to 394 of the Companies Act, 1956 (“Act”) in connection with the Scheme of Arrangement (“Scheme”) of Pan India Consultants Private Limited (hereinafter referred to as the Demerged Company) with Pan India Holdings Private Limited (hereinafter referred to as the Resulting Company No. 1) and Naharwar Marketing Services Private Limited (hereinafter referred to as the Resulting Company No. 2) (hereinafter all Companies collectively referred to as Applicant Companies). A 2014:DHC:5068 Co. Appl.

(M) No. 133/2014 2 copy of the proposed Scheme has been enclosed along 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 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, 2013 of the Applicant Companies have also been enclosed with the present 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 Co. Appl.

(M) No. 133/2014 3 the Board Resolutions have been filed along with the present Application.

7. The status of the Shareholders, Secured and Un-secured Creditors Demerged Company and Resulting Companies 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 the Shareholders, Secured Creditors and Un-secured Creditors of the Applicant Companies.

9. In view of the written consents/NOC obtained by the Shareholders of the Applicant Companies, the requirement of convening meetings of the Shareholders of the Applicant Companies are dispensed with. Company No. of Share holders Consent Given No. of Secured Creditors Consent Given No. of Unsecured Creditors Consent Given Demerged Company

(M) No. 133/2014 4

10. Since there are no Secured Creditors and Un-secured Creditors of the Applicant Companies, therefore the requirement of convening meeting of Secured and Unsecured Creditors of the Applicant Companies does not arise.

11. The Application stands allowed in the aforesaid terms. Order Dasti.

SANJEEV SACHDEVA, J SEPTEMBER 26, 2014