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% 21.01.2011
Present: Mr. Aslarn Ahmed with Mr. Raghav Mathur and Mr. Babit
Singh Jamwal, Advocates for Applicant.
Mr. ± CO. APPL. (M) 13/2011
*
The present application has been filed under Sections 391 to and 394 of the Companies Act, 1956 (for short "the Act") seeking
Scheme of Arrangement between M1s RMSI Private Limited
(hereinafter referred to as 'Transferor Company'.) and RMS Risk
Management Solutions India Private Limited (hereinafter referred to as 'Transferee Company).. The Scheme of Arrangement (for short
'Scheme') is annexed as Annexure 'J' to the present application.
In the application, details with regard to date of incorporation of the Transferor and Transferee Companies, their authorized, issued, subscribed and paid up share capital have been stated. The registered office of Transferor and Transferee Companies are situated within the national capital territory of Delhi.
CO. APPL. (M) 1312011 . . Page 1 qf3
2011:DHC:8338
Along with the application, the Transferor and Transferee
Companies have enclosed copies of their Memorandum and Articles of Association as well as balance sheets as on 31 st December, 2010.
Mr. Aslam Ahmed, learned counsel for applicant companies submits that under the Scheme, the software business of the
Transferor Company shall be transferred and vested in the Transferee
Company. He submits that the Scheme is in the best interest of the
Transferor Company as well as shareholders, creditors of both the
Transferor and Transferee Companies.
Mr. Ahrned further submits that no investigationlproceeding is pending under Sections 235 to 251 of the Act against either of the applicant companies.
Upon a perusal of the papef book, I find that the consents of all shareholders of both the Transferor Company and Transferee
Company are on record (pages 174 to 177).
The unseëured creditors of the Transferor Company have also given their consents which are at page 179 to 187 of the paper book.
It is pertinent to mention that there is no secured creditor of the
Transferor Company. Consequently, I dispense with the requirement
CO. APPL. (M) 13/20]]
.
.
/
% 21.01.2011
Present: Mr. Aslarn Ahmed with Mr. Raghav Mathur and Mr. Babit
Singh Jamwal, Advocates for Applicant.
Mr. ± CO. APPL. (M) 13/2011
*
The present application has been filed under Sections 391 to and 394 of the Companies Act, 1956 (for short "the Act") seeking
Scheme of Arrangement between M1s RMSI Private Limited
(hereinafter referred to as 'Transferor Company'.) and RMS Risk
Management Solutions India Private Limited (hereinafter referred to as 'Transferee Company).. The Scheme of Arrangement (for short
'Scheme') is annexed as Annexure 'J' to the present application.
In the application, details with regard to date of incorporation of the Transferor and Transferee Companies, their authorized, issued, subscribed and paid up share capital have been stated. The registered office of Transferor and Transferee Companies are situated within the national capital territory of Delhi.
CO. APPL. (M) 1312011 . . Page 1 qf3
2011:DHC:8338
Along with the application, the Transferor and Transferee
Companies have enclosed copies of their Memorandum and Articles of Association as well as balance sheets as on 31 st December, 2010.
Mr. Aslam Ahmed, learned counsel for applicant companies submits that under the Scheme, the software business of the
Transferor Company shall be transferred and vested in the Transferee
Company. He submits that the Scheme is in the best interest of the
Transferor Company as well as shareholders, creditors of both the
Transferor and Transferee Companies.
Mr. Ahrned further submits that no investigationlproceeding is pending under Sections 235 to 251 of the Act against either of the applicant companies.
Upon a perusal of the papef book, I find that the consents of all shareholders of both the Transferor Company and Transferee
Company are on record (pages 174 to 177).
The unseëured creditors of the Transferor Company have also given their consents which are at page 179 to 187 of the paper book.
It is pertinent to mention that there is no secured creditor of the
Transferor Company. Consequently, I dispense with the requirement
CO. APPL. (M) 13/20]]
.
.
/
to hold meeting of equity shareholders and creditors of Transferor
Company.
Since the Transferee Company has neither secured nor unsecured creditors, the question of dispensing with their meeting does not arise.
Keeping in view the aforesaid, the present application is allowed.
• Order dasti.
Lt
MANM1LN,J
JANUARY 21 9 2011 rn
CO. APPL. (M 1312011
Company.
Since the Transferee Company has neither secured nor unsecured creditors, the question of dispensing with their meeting does not arise.
Keeping in view the aforesaid, the present application is allowed.
• Order dasti.
Lt
MANM1LN,J
JANUARY 21 9 2011 rn
CO. APPL. (M 1312011
JUDGMENT