Delhi High Court
Quadria Capital Investment ... vs ............... on 1 December, 2014
Author: Sanjeev Sachdeva
$~14
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 131/2014
IN THE MATTER OF
QUADRIA CAPITAL INVESTMENT ADVISORS
PRIVATE LIMITED AND ANR. ....Applicants
Through: Mr. Faisal Shervani, Mr. Abhinay
Sharma and Mr. Ekansh Mishra,
Advocates for the Applicant Company.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 01.12.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is first motion joint Application under section 391
to 394 of the Companies Act, 1956 ("Act") in
connection with the Composite Scheme of
Arrangement ("Scheme") between Quadria Capital
Investment Advisors Private Limited (hereinafter
referred to as Demerged Company/Transferor
Company) and Quadria Advisors Private Limited
(hereinafter referred to as Resulting Company)
(hereinafter collectively referred to as Applicant
Companies) and IBOF Investment Management Private
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Limited (hereinafter referred to as Transferee
Company). A copy of the proposed Scheme is enclosed
with the Application.
2. The registered offices of the Applicant Companies are
situated within the National Capital Territory of Delhi,
within the jurisdiction of this Court. The registered
office of the Transferee Company is situated in
Mumbai, outside the jurisdiction of this Court.
3. Learned Counsel for the Applicant Companies submits
that the Transferee Company is taking appropriate steps
under Section 391 and 394 of the Companies Act, 1956
before the Hon'ble High Court of Judicature at
Bombay.
4. The details of the dates of incorporation of the
Applicant Companies, its authorized, issued,
subscribed and paid up capital have been enclosed with
the Application.
5. The certified copy of the Memorandum and Articles of
Association, latest Audited Accounts as on 30.06.2014
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of the Applicant Companies have been enclosed with
the Application.
6. Learned Counsel for the Applicant Companies submits
that no proceedings under sections 235 to 251 of the
Act are pending against the Applicant Companies as on
the date of the present Application.
7. The proposed Scheme has been approved by the Board
of Directors of the Applicant Companies. Copies of the
Board Resolutions have been filed along with the
Application.
8. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents
obtained by them for the proposed Scheme are as
follows:
Company No. of Consent No of Consent No of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
Company (98.5% in
value)
Resulting 2 All Nil N.A Nil N.A
Company
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9. A prayer has been made for dispensation from the
requirement of convening the meetings of the
Shareholders, Secured and the Unsecured Creditors of
the Applicant Companies.
10. In view of the written consents/NOC given by all the
Shareholders of the Applicant Companies, the
requirement of convening meeting of Shareholders of
the Applicant Companies is dispensed with.
11. In view of the written consents/NOC given by the sole
Secured Creditor of the Demerged Company, the
requirement of convening meeting of the sole Secured
Creditor of the Demerged Company is dispensed with.
12. Since there are no Secured Creditors in the Resulting
Company, therefore the requirement of convening
meeting of Secured Creditors of the Resulting
Company does not arise.
13. In view of the written consents/NOC given by 2 out of
25 of the Unsecured Creditors of the Demerged
Company (constituting 98.5% in value), the
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requirement of convening the meeting of the Unsecured
Creditor of the Demerged Company is dispensed with.
14. Since there are no Unsecured Creditors in the Resulting
Company therefore the requirement of convening
meeting of Unsecured Creditors of the Resulting
Company does not arise.
15. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 01, 2014
st
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