Modern Credit Private Limited v. Micra Soft Private Limited

1. This joint first motion Application under Sections 391 to 394 of the Companies Act, 1956 (for short Act) is in connection with a Scheme of Arrangement (for short “Scheme”) of Modern Credit Private Limited (hereinafter referred to as Applicant-1/Demerged Company) and Micra Soft Private Limited (hereinafter referred to as Applicant-2/Resulting Company) (hereinafter both Companies collectively referred to as “Applicant Companies”) and their respective Shareholders. The Scheme has been enclosed to the present Application.

2. The registered office of both the Applicant Companies is situated at New Delhi, within the jurisdiction of this Hon’ble Court. 2014:DHC:2754 CO.APPL.(M) 92/2014 2

3. The details with regard to the date of incorporation of the Applicant Companies, their authorized, issued, subscribed and paid up capital have been given in the present application.

4. The certified copy 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. Certified true copies of the Board Resolutions have been filed along with the Application.

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 Applicant 1/ Demerged Company 43 43 Nil NA 56 56 Applicant 2/ Resultant Company 2 2 Nil NA 1 1 CO.APPL.(M) 92/2014 3

8. A prayer has been made for dispensation of the requirement of convening meetings of equity shareholders and unsecured creditors of the Applicant Companies. The Applicant Companies do not have any secured creditors.

9. In view of the written consents/NOC given, the requirement of convening the meetings of equity shareholders and unsecured creditors of Applicant Companies are dispensed with.

10. Since there are no Secured Creditors in Applicant Companies, the question of convening the meeting of Secured Creditors in the applicant company does not arise.

11. The application stands allowed in above terms. Order Dasti.

SANJEEV SACHDEVA,J MAY 22, 2014