Aastha Professional Consultants Pvt. Ltd. v. Ranjitgarh Finance Company Private Limited

1. This is a first motion joint application under Sections 391 and 394 of the Companies Act, 1956 ('Act') in connection with the Scheme of Amalgamation ('scheme') of Aastha Professional Consultants Private Limited, Akshat Infracon Private Limited,.Dr. M. Commerce and Industries Limited, Hardik Infracon Private Limited & Omansh Properti'es Private Lirnited (hereafter refened to as 'Transferor companies Nos. 1 to 5' respectively) with Ranjitgarh Finance Company Private Limited (hereafter refened to as the 'Transferee company') [hereafter collectively refered to as 'Applicant companies']. A copy of the proposed Scheme is filed along with the application as Annexure A-8.

2. The registered offices of the Applicant companies are situated within the National Capital Tenitory of Delhi and are within the jurisdiction of this Court. Co..A. (M) No.48 of 2013 Page I of 4 2013:DHC:8297

3. Details of the dates of incorporation of Applicant companies, their authorized, issued, subscribed and paid up capital have been enclosed with the application. 4' Copies of Memorandum and Articles of Association as well as the latcst audited annual accounts for the year ended 31't March 2012 of all the Applicant compdnies have also been enclosed with the application.

5. Learned counsel for the Applicant companies submitted that no proceedings under Sections 235 to 251 of the Act are pending against any of the Applicant companies as on the date of the present application.

6. The proposed Scheme has been approved by the Boards of Directors of all the Applicant companies. Copies of the board resolutions have been filed along with the application.

7. 'lhe status of the shareholders, secured and unsecured creditors of the Transferor companies Nos. 1 to 5 and Transferee company and the consents obtained from them for the proposed Scheme are set out in a table forming part of the application which reads under: Company No. No. of rhare rolders lonsent:eceived fron;hare holders No. of;ecured:reditors Sonsent:eceived fliom;ecured:reditors ),1o. ol rnsecured:reditors lonsent eceived iom rnsecured:reditors Transferor company No.1 20 20 NIL N.A. NIL N.A.._:, Co. A. (tu[) No. 48 of 2013 company No.2 9 9 NIL N.A. NIL N.A. company No.3 7 7 NIL N.A. NIL N.A. Company No.4 15 15 NIL N.A. NIL N.A. Company No.5 l0 10 NIL N.A. NIL N.A. Transferee Company constituting 91% of the value) NIL N.A. 4 4

8. A prayer has been made for dispensation of the requirement of convening the tneetings of the shareholders and the creditors of the Applicant companies.

9. In view of the written consentsAtrOCs given by all the shareholders of the Applicant companies, the requirement of convening their meetings is dispensed with.

10. In view of the written consentsA.{OCs given by the all the unsecured creditors of the Transferee company, the requirement of convening their meetings is dispensed with. Since there are no unsecured creditors in tire Transferor companies Nos. 1 to 5 and no secured creditors in any of the Applicant companies, the question of convening their meetings does not arise.' $ Page3of[4] Co. A. (M) No.48 of 2013

11. The application stands allowed in the aforesaid terms.

12. Order dasti.

S. MIJRALIDHAR, J