RateGain IT Solutions Private Limited v. Ridaan Real Estate Private Limited

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 2014:DHC:3565 CO. Appl.

(M) No. 113/2014 2 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 Articles 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 Board of Directors of all the Applicant Companies. True copies of the Board Resolutions have been filed along with the Application. CO. Appl.

(M) No. 113/2014 3

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 Share holder Consent Given No of Secured Creditor Consent Given No of Unsecured Creditor Consent Given Demerged 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 given 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. CO. Appl.

(M) No. 113/2014 4 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.