18.02.2011 Present Mr. Rajeev K. God, Advocate for petitioner-companies. ± CO. APPL. (M) 33/2011 (In the matter of M/s. Indcap Financial Services P. Ltd.). * This is a first motion joint application under Sections 3911 and 394 of the Companies Act, 1956 (for short 'the Act'), in connection with the proposed Scheme of Amalgamation of MIS. INDCAP FINANCIAL SERVICES PRIVATE LIMITED (hereinafter referred to as 'Transferor Company no. 1 '), MIS. PUSHP PROPERTIES PRIVATE LIMITED (hereinafter referred to as 'Transferor Company no. 2') and M/S. PUSHP EQUITY PRIVATE LIMITED (hereinafter - referred to as 'Transferor Company no. 3') (collectively as 'Transferor S Companies') with MIS. ICAP LEASING AND FINANCE PRIVATE LIMITED (hereinafter referred to as 'Transferee Company'). CO. APPL. (AJ) 3312011 Page I oJ3 Digitally Signed By:AMULYA Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. Signature Not Verified S In this apphcatioii, details with regard to date of incorporation of Transferor Companies and Transferee Company, their authorized, issued, subscribed and paid up capital have been stated. The registered offices of all Transferor and Transferee Companies are situated within the area of National Capital Territory of Delhi. Along with the application, the Transferor and Transferee Companies have enclosed copies of their Memorandum and Articles of Association as well as their latest Balance Sheet as on 3l March, 2010. The status of the Shareholders, Secured and Un-secured Creditors of the Transferor and Transferee Companies and the consents given for the proposed scheme is clearly apparent from the chart given below:- Company No. of Consent No. of Consent No. of Consent Share Given Secured Given Un-secured Given holders Creditors Creditors Tranferor 8 All Nil N.A. 1 All Co.No. 1 Transferor 4 All Nil N.A. Nil N.A. Co.No.2 Transferor 4 All Nil N.A. 5 All Co. No. 3 Transferee 3 All Nil N.A. 1 All Co. CO. APPL. (A/I) 331201I Page 2 of 3 In view of the consents given by all shareholders of the Transferor Companies nos. 1 to 3 and the Transferee Company, the requirement for convening the rneetihgs of the shareholders of the said companies is dispensed with. Though the Transferor and Transferee Companies have few un- secured creditors as mentioned hereinabove, I find that all the un- secured creditors of the Transferor and Transferee Companies have given their consents. Consequently, requirement of convening of their meetings is also dispensed with. The Transferor and Transferee Companies do not have any secured creditors and, therefore, there is no requirement for convening their meetings. The application stands allowed in the aforesaid terms. Order Dasti. 'Li MAMUffAN,J FEBRUARY 18, 2011 rn CO. APPL. (M 3312011 Page 3 of3