Satrang Advisory Services Pvt Ltd

INDERMEET KAUR, J. (Oral)

¶1This 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 Arrangement (for short "Scheme") between Satrang Advisory Services Pvt. Ltd. (hereinafter referred to as "Transferor No. 1 Company") and TechGenie Services International Pvt. Ltd. (hereinafter

referred to as "Transferor No. 2 Company") with RAMPgreen Solutions Pvt. Ltd. (hereinafter referred to as "Transferee Company"). A copy of the proposed Scheme is filed along with the application as Annexure-A.

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

¶3Details with regard to the date of incorporation of Transferor and Transferee Companies, their Authorized, Issued, Subscribed and Paid up Capital have been given in the Application.

¶4Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2012 of all the Applicant Companies have also been enclosed with the Application.

¶5Learned 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.

¶6The proposed Scheme has been approved by the Board of Directors of all the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.

¶7The status of the Shareholders, Secured and Unsecured Creditors of the Transferor and Transferee Companies and the Consents 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 No.1 Company Page-359

All Pages-360-361 Nil

N.A. Page-369 All Pages-370-373 Transferor No.2 Company Page-362 All Pages-363-364 Nil

N.A. Page-374 All Pages-375-378 Transferee Company Page-365 All Pages-366-368 Nil

N.A. 8 (10-2) Pages-379-All Pages-381-390 2(Two) out of 10 (Ten) Unsecured Creditors of the Transferee Company, namely Security and Personnel Services Pvt. Ltd. and Aditya Facility Services Pvt. Ltd. have been paid off by the Transferee Company. The Payment Details for the same are at Page 390-391. Consents of all the remaining 8 (Eight) Unsecured Creditors of the Transferee Company have been placed on record at Pages 381-388.

¶8A prayer has been made for dispensation of the requirement of convening meetings of Equity Share holders and Unsecured Creditors of the Transferor Company No.1 and the Transferor Company No.2.

Further, a prayer has been made for dispensation of the requirement of convening meeting of the Equity Shareholders and Unsecured Creditors of the Transferee Company.

¶9In view of the written consents/NOC given by all the Equity Shareholders and Unsecured Creditors of the Transferor Company No.1 and the Transferor Company No.2, the requirement of convening meeting of Equity Shareholders and Unsecured Creditors of the Transferor Company No.1 and the Transferor Company No.2 is dispensed with. There are no Secured Creditors in the Transferor Company No.1 and the Transferor Company No.2. Therefore, the requirement of convening meeting of Secured Creditors of the Transferor Companies does not arise.

¶10In view of the written consents/NOC given by all the Equity Shareholders and Unsecured Creditors of the Transferee Company, the requirement of convening meeting of Equity Shareholders and Unsecured Creditors of the Transferee Company is dispensed with. There are no Secured Creditors in the Transferee Company. Therefore, the requirement of convening meeting of Secured Creditors of the Transferee Company does not arise.

¶11In so far as the Trade Creditors in respect of the Transferor Company No.1 are concerned, the Transferor Company No.1 has placed on record the certificate of Chartered Accountants M/s. Bansal Neeraj & Associates dated 23.08.2012. In so far as the Trade Creditors in respect of the Transferor Company No.2 and the Transferee Company are concerned, the Transferor Company No.2 and the Transferee Company has placed on record the certificate of Chartered Accountants M/s. Bansal Neeraj & Associates dated 29.08.2012. The Trade Creditors of the Transferor No.1 Company as on 23rd August 2012 were 2. The Trade Creditors of the Transferor No.2 Company and Transferee Company as on 29th August 2012 were 2 and 10 respectively. Subsequently, 2(Two) out of 10 (Ten) Unsecured Creditors of the Transferee Company, namely Security and Personnel Services Pvt. Ltd. and Aditya Facility Services Pvt. Ltd. have been paid off by the Transferee Company on

31.08.2012 and 10.09.2012 respectively vide Payment Details annexed at Page 389-390. This Court, however, directed the Applicant Companies to place on record Certificate of the Chartered Accountant or bank statement certifying that the said payment has been received by the afore-noted unsecured creditors. Mr. Sandeep Masand, the Director of

the Transferee Company and the authorized signatory of all the Applicant Companies, has placed an Affidavit dated 09.10.2012 along with the letters from the afore-noted unsecured creditors and also the Certificates from the Chartered Accountant, M/s Bansal Neeraj & Associates, all dated 28.09.2012. In view of the same, this court is of the view that the requirement of convening the meetings of trade creditors of the Applicant Companies does not arise.

¶12The application stands allowed in the aforesaid terms.

Order dasti.

INDERMEET KAUR, J OCTOBER 11, 2012/rb

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:11th October, 2012 + Co.Appl. (M) 151/2012 IN THE MATTER OF SATRANG ADVISORY SERVICES PVT. LTD. …. Transferor Company No. 1 AND TECHGENIE SERVICES INTERNATIONAL PVT. LTD. …. Transferor Company No. 2 WITH RAMPGREEN SOLUTIONS PVT. LTD. …. Transferee Company Through:- Ms. Maneesha Dhir and Mr. Hemant Sharma, Advs. CORAM: HON'BLE MS. JUSTICE INDERMEET KAUR