II I I' Ill Ill I !Ill II 1111_111 IIIJ.II.l % 25.02.2011 Present: Mr. Anirudh Das with Mr. Rohan Dheman, Advocates for applicant-companies. + CO. APPL. (M) 40/2011 (In the matter ofM/s. Drsk Management Services Pvt. Ltd.) * 1. This is a first motion application under Sections 391 to 394 of the Companies Act, 1956 in connection with the proposed Scheme of Amalgamation between MIS. DRSK MANAGEMENT SERVICES PRIVATE LIMITED (hereinafter referred to as 'Transferor Company') with MIS. MAHINDRA SONA LIMITED (hereinafter referred to as 'Transferee Company'). The Scheme of Amalgamation is at annexed as Annexure "A" [Pg.21-37] to the Application. 2. The Transferor Company was incorporated on 13th July, 2005. The Authorized Share Capital of the Transferor Company is Rs.2,00,00,000/- divided into 20,00,000 Equity Share of Rs.l 0/- each. The Issued and Paid Up Share Capital of the Transferor Company is Rs.98,61,060/- divided into 9,86,106 Equity Share of Rs.lO/- each. The Registered Office of the Transferor Company is situated within the National Capital Territory of Delhi. It is also stated at the bar that no proceedings under Sections 235 to 251 of the Act, are pending 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 (j) against either Transferor Company or Transferee Company. 3. The Transferee Company was incorporated on 30th September, 1994 and has its registered office in the State of Maharashtra. The Transferee Company has filed 1st Motion Application before the Bombay High Court seeking dispensation from convening class meetings to consider the Scheme. It is stated that the Application filed by the Transferee Company is likely to be listed for hearing on 04 th March, 2011. 4. The audited accounts of the Transferor Company as on 31st March, 2010 are annexed as Annexure "C" [Pg.66-79] and Annexure "D" [Pg.80-92] respectively to the Company Application. 5. The Board of Directors of the Transferor Company and Transferee Company have approved the Scheme and filing thereof at their meeting held on 21st June, 2010 and 02nd August, 2010 respectively. The Board Resolutions are annexed as Annexure "H" [Pg.225-228]. 6. The Transferor Company has two equity shareholders and both the equity shareholders have given consent to the Scheme. The list of equity shareholders and the consent letters of the equity are at Annexure "I" (Colly.) [Pg.229-231] to the Company CD Application. The Transferor Company has no secured or unsecured creditors as on 31st January, 2011 and the Chartered Accountant's certificate to this effect is annexed as Annexure "J" [Pg.232] to the Application. 7. In view of the aforesaid, the requirement" of convening the meetings of the shareholders and creditors of the Transferor company to consider the Scheme are dispensed with. FEBRUARY 25, 2011 m MANMOHAN,J )