Rajasthan Global Securites Ltd.& Ors

INDERMEET KAUR, J. (Oral)

¶1This is a first motion joint Application under Sections 391 to 394 of the Companies Act, 1956, (for short, the Act) in connection with e

the Scheme of Arrangement (for short, Scheme) between Forrester Securities Private Limited, Crossover Securities Management Private Limited, Aureole Impex Private Limited and Speed Colonisers and Developers Private Limited (hereinafter referred to as the Transferor Companies) and Rajasthan Global Services Limited (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 Transferee and Transferor 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 Transferee and Transferor 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 proceedings under Sections 235 to 251 of the Act are pending against any of the Applicant Company 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 Un-secured Creditors of the Transferee Company and Transferor Companies and the consents obtained from them for the proposed Scheme is clearly apparent from the chart given below:

Transferee Company Transferor No.1 Company Transferor No.2 Company Transferor No. 3 Company Transferor No. 4 Company Number of shareholders Page 293 Page 335 Page 376 Page 417 Page 459 Consent given All All

All All All Page Number Page. 490-496 Page. 498-500 Page. 501-503 Page. 503-506 Page. 507-509

Number of Secured Creditors Page.295 Nil Page.337 Nil Page. 378 Nil Page.419

Nil Page 461

Consent Given All N.A. N.A. N.A N.A Page Number ----

Number of un-secured creditors Nil Page.295 Nil Page. 337 Nil Page. 378 Nil Page.419

Nil Page.461

Consent given N.A N.A. N.A. N.A N.A Page Number - - - - - Page Number CA certificates 294-295 336-337 377-378 418-419 460-461

¶8A prayer has been made for dispensation of the requirement of convening meetings of Equity Shareholders and creditors of the Transferee Company and Transferor Companies.

¶9In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.1 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.1 Company is dispensed with. There is no Secured or unsecured Creditor

in the Transferor no.1 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.1 Company does not arise.

¶10In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.2 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.2 Company is dispensed with. There is no Secured or unsecured Creditor in the Transferor no.2 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.2 Company does not arise.

¶11In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.3 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.3 Company is dispensed with. There is no Secured or unsecured Creditor in the Transferor no.3 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.3 Company does not arise.

¶12In view of the written consents/NOC given by all the Equity Shareholders of the Transferor no.4 Company, the requirement of convening meeting of Equity Shareholders of the Transferor no.4 Company is dispensed with. There is no Secured or unsecured Creditor in the Transferor no.4 Company. Therefore, the question of convening meeting of Secured Creditors or Unsecured Creditors of the Transferor no.4 Company does not arise.

¶13In view of the written consents/NOC given by all the Equity Shareholders and secured creditors of the Transferee Company, the requirement of convening meeting of Equity Shareholders and the secured creditors of the Transferee Company is dispensed with. There are no unsecured Creditor in the Transferee Company. Therefore, the question of convening meeting of unsecured Creditors of the Transferee Company does not arise.

¶14Insofar as the Creditors in respect of both the Transferor companies and Transferee Company are concerned, the Applicant Companies have placed on record the certificates of Chartered Accountants of all the Applicant Companies.

¶15The Application stands allowed in the aforesaid terms. Order Dasti.

INDERMEET KAUR, J NOVEMBER 02, 2012 A

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:02.11.2012 + Co. Appl. (M) No.170 of 2012 RAJASTHAN GLOBAL SECURITIES LIMITED …Transferee/PetitioneroNo.1 FORRESTER SECURITIES PRIVATE LIMITED …Transferor No1/ PetitionerNo.2 CROSSOVER SECURITIES MANAGEMENT PVT. LTD. …TransferoroNo.2/PetitioneroNo.3 AUREOLE IMPEX PRIVATE LIMITED ….oTransferoroNo.3/PetitioneroNo.4 SPEED COLONISERS AND DEVELOPERS PVT. LTD. ...Transferor No.4/Petitioner No.5 Through: Ms. Gurkamal Hora Arora, Advocate with Mr. Varun Sharma, Advocate CORAM: HON'BLE MS. JUSTICE INDERMEET KAUR