Pratibha Buildtech Private Limited & Ors. v. SMB Securities Limited

1. This is a first motion joint application under sections 391 - 394 read with section 100 to 104 of the Companies Act, (“Act”),1956, in connection with the Scheme of Amalgamation (“Scheme”) of Pratibha Buildtech Private Limited (Transferor No.1), Competent Freight Carriers Private Limited (Transferor No.2) Flying Computers Private Limited (Transferor No.3) Gramin Vikas Infratech Private Limited(Transferor No.4) Sunplus Developers Private Limited(Transferor No.5), Sanchiya 2014:DHC:2924 CO.APPL.(M) No. 99/2014 2 Cabletronics (India) Private Limited(Transferor No.6), Loyal Lands & Infrastructure Private Limited(Transferor No.7) with SMB Securities Limited (Transferee Company) (collectively referred as Applicant Companies). A copy of the proposed Scheme of Arrangement is filed along with the Application.

2. The registered offices of all Applicant Companies are situated within the National Capital Territory of Delhi and are 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 given in the 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 Application.

5. The Learned Counsel for the Applicant Companies submitted that no proceedings under sections 235 to 251 of the Companies Act, 1956 are pending against CO.APPL.(M) No. 99/2014 3 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 Application.

7. The status of the shareholders, Secured and Unsecured Creditors of the Transferor and Transferee companies and 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 Shareholde rs Consents given No. of Secured Creditors Consents Given No. of Unsecured Creditors Consents Given Transferor Company No.1

8. A prayer has been made for dispensation of the requirement of convening meetings of the shareholders, secured creditors and unsecured creditors of the Transferor and Transferee Companies.

9. In view of the written consents/NOC given the by the shareholders of the Transferor Company no.1 to Transferor Company no.7 and Transferee Company, the requirement of convening meetings of the shareholders of the Transferor and Transferee Companies are dispensed with.

10. Since there are no secured or unsecured creditors of the Transferor Companies and Transferee Company, CO.APPL.(M) No. 99/2014 5 the question of convening the meeting of the secured and unsecured creditors of the Transferor Companies and the Transferee Transferor Company does not arise.

11. The Application stands allowed in the aforesaid terms.

SANJEEV SACHDEVA,J MAY 29, 2014