Rav Net Solutions Private Limited v. Acme Portfolio 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') between Rav Net Solutions Private Limited ('Transferor Company') and Acme Portfolio Private Limited ('Transferee Company'). A copy of the proposed Scheme has been enclosed alongwith application.

2. The registered offices of the Transferor and Transferee Companies are situated within the National Capital Tenitory of Delhi and are within the jurisdiction of this Court.

3. The details with regard to the date of incorporation of Transferor and Transferee Companies, their authorized, isssued, subscribed and paid up Capital have been set out in the application. K Co. Appl (M) No. 7 of 2013 \ Page I of 4 2013:DHC:8301

4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2012 of both 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 both the applicant companies. Copies of the Board filed along with the application. Board of Directors of Resolutions have been t{ I \

7. The status of the shareholders, secured and unsecured creditors of the applicant companies and the consents obtained from them for the proposed Scheme has been set out in a table forming part of application which reads as under: Company No. of Shareholders Consent Given No. of Secured creditors Consent Given/ Page No. No. of unsecured Creditors Consent Given/ Page No. Transferor Company (Page- 66) All @ages- 138-169) (Pager27) All (Pagere[2]) (Page- 128) All (Page- 1e[3]) Transferee Company (Page-67) All (Pages- Nil (Page- N.A. Nil (Page- N.A. Co. Appl (M) No. 7 of 2013 Poge 2 of 4 J v<' 170-191) 131) r32)

8. A prayer has been made for dispensation of the requirement of convening meetings of equity shareholders, secured and unsecured creditors of the Transferor Company and Transferee Company. The applicant companies have placed on record the Chartered Accountant's certificate.

9. In view of the written consentsA.[OC given by all the equity shareholders, secured and unsecured creditors of the Transferor Company, the requirement of convening meeting of equity shareholders, secured and unsecured creditors of the Transferor Company is dispensed with.

10. In view of the written consentsA,lOC given by all the equity shareholders of the Transferee Company, the requirement of convening meeting of equity shareholders of the Transferee Company is dispensed with. There are no secured and unsecured creditors'in the Transferee Company. Therefore, the requirement'of convening meeting of secured and unsecured creditors of the Transferee Company does not arise.

11. The application stands allorved in the aforesaid terms. Co. Appl (M) No. 7 of 2013 Poge 3 of[4],' rr,. b?

S. MURALIDHAR, J. {

12. Order be given Dasti. JAI\UARY 1L,2013 akg r