Suja Global Solutions Limited v. Mars Finance & Consultancy Services 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 the Scheme of Amalgamation („Scheme‟) between Suja Global Solutions Limited („Transferor Company No.1‟), GB Capitals Private Limited („Transferor Company No.2‟), Sai Krishna Capitals Limited („Transferor 2014:DHC:2923 CO.APPL.(M) No. 104/2014 2 Company No.3‟) (collectively referred as Transferor Companies) with M/s Mars Finance & Consultancy Services Limited (“Transferee Company”/ “Applicant No. 4”). A copy of the proposed Scheme has been enclosed along with the application. (Collectively referred as Applicant Companies)

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

3. Details with regard to the date of incorporation of all Applicant Companies, their Authorized, Issued, Subscribed and Paid up Capital have been set out 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 all the Applicant Companies have also 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 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 CO.APPL.(M) No. 104/2014 3 Board Resolutions have been filed along with the Application.

7. The status of the Equity Shareholders, Secured and Unsecured Creditors of the Transferor Companies 1, 2, 3 and Transferee Company and the Consent obtained by them for the proposed Scheme is clearly apparent from the chart given below:- COMPANY No. of Shareholders Consent Given / Page No. No. of Secured Creditors Consent Given /Page No. No. of unsecured Creditors Consent Given / Page No. Transferor Company -1

8. A prayer has been made for dispensation of the requirement of convening meetings of Equity Shareholders, Secured and Unsecured Creditors of the Applicant Companies.

9. In view of the written consents/NOCs given by the equity shareholder of Transferor Companies 1 to 3 and Transferee Company the requirement of convening meetings of Equity CO.APPL.(M) No. 104/2014 4 Shareholders of the Transferor Companies 1 to 3 and Transferee Company are dispensed with.

10. In view of the written consents/NOC given by the unsecured Creditors of the Transferor Company 2 and Transferee Company the requirement of convening meeting of unsecured Creditors of the Transferor Company 2 and Transferee Company is dispensed with.

11. Since there no Unsecured Creditors in Transferor Company 1 and 3 therefore, the requirement of convening meeting of Unsecured Creditors of Transferor Company 1 and 3 does not arise.

12. Since there are no Secured Creditors in the Transferor Companies 1 to 3 and Transferee Company therefore, the requirement of convening meeting of Secured Creditors in Transferor Companies 1 to 3 and Transferee Company does not arise.

13. The application stands allowed in the aforesaid terms. Order be given Dasti SANJEEV SACHDEVA,J MAY 29, 2014