Delhi High Court
Avalokiteshwar Valinv Limited ... vs ................ on 3 November, 2014
$~35
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 151/2014
IN THE MATTER OF
AVALOKITESHWAR VALINV LIMITED AND
ANR. .....Applicants
Through: Ms. Shilpi Jain,
Advocate for the
Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 03.11.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is joint first motion Application under Sections
391 to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Arrangement
("Scheme") of Avalokiteshwar Valinv Limited
(hereinafter referred to as the Transferor Company No.
1), Renaissance Asset Management company Private
Limited (hereinafter referred to as the Transferor
Company No. 2) with Renaissance Advanced
Consultancy Limited (hereinafter referred to as the
Transferee Company) (hereinafter all Companies
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collectively referred to as Applicant Companies) . A
copy of the proposed Scheme has been enclosed along
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.
3. The details with regard to the date of incorporation of
Applicant Companies, their Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present Application.
4. Copies of the Memorandum and Articles of
Association as well as the latest Annual Accounts for
the year ended 31 st March 2014 of the Applicant
Companies have also been enclosed with the present
Application.
5. Learned 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.
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6. The 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
present Application.
7. The status of the Shareholders, Secured and Un-secured
Creditors of the Transferor and Transferee Companies
and consents obtained from themis apparent from the
chart given below:
Compa ny No. of Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
Transferor 988 Prayer to Nil N. A Nil N. A
Compa ny conve ne
No. 1 meeting
Transferor 7 All Nil N. A Nil N. A
Compa ny
Transferee 7 All Nil N. A Nil N. A
Compa ny
8. In view of the above, a prayer has been made for (a)
dispensation of the requirement of convening meetings
of the Shareholders of Transferor Company No. 2 and
Transferee Company (b) dispensation of the
requirement of convening meetings of Secured and Un-
======================================================
secured creditors of Applicant Companies and (c) for
convening meetings of Shareholders of Transferor
Company N o. 1
9. Since there are no Secured Creditors and Un-Secured
Creditors of the Applicant Companies, therefore the
requirement of convening meeting of Secured and Un-
secured Creditors of the Applicant Companies does not
arise.
10. In view of the written consents/NOC obtained by the
all the Shareholders of the Transferor Company No. 2
and Transferee Company, the requirement of convening
meetings of the Shareholders of the Transferor
Company No. 2 and Transferee Company are dispensed
with.
11. Further, it is directed that the meeting of the
Shareholders of Transferor Company No. 1 shall be
held on 13 th December 2014 at 11:30 AM at
Chelmsford Club, 1 Raisina Road, New Delhi -
110001, under the supervision of this Court. Mr.
Yogesh Saini, Advocate, Cell No. 9990139169 is
appointed as the Chairperson and Ms. Pavani Puri,
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Advocate, Cell No. 9818044332 is appointed as the
Alternate Chairperson for the meeting of Shareholders
of the Transferor Company No. 1. They would be paid
a fee of Rs. 50,000/- each. Mr. Sanjeev Dobhal, Cell
No. 9958891620 and Ms. Rajni Kathait, Cell No.
9873191406, officials to this Court shall provide
secretarial assistance to the Chairperson and the
Alternate Chairperson. They shall be paid a fee of
Rs.10,000/- each for this purpose.
12. The Applicant Companies are directed to publish
advance notices of the aforesaid proposed meetings in
„The Financial Express‟‟ (English) and in „Jansatta‟
(Hindi). The advertisements shall be published
minimum 21 days in advance before the scheduled date
of meetings.
13. Individual notice of the proposed meetings of Secured
Creditors and Unsecured Creditors of the Applican t
Companies would be sent by ordinary post minimum
21 days in advance before the scheduled date of
meeting. The Chairperson will ensure that dispatch is
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made under his/her supervision/or his authorized
representative.
14. The quorum of the Shareholders of the Transferor
Company No. 1 is fixed as follows:
Company Shareholders
Transferor No. %
Company
No. 1 494 50% of value
15. It is also directed that if the Quorum is not present in
the meeting, the meeting would be adjourned for 30
minutes and thereafter, the persons present in the
meeting, would be treated as quorum.
16. Voting by proxy is permitted, provided that the proxy
in the prescribed form and duly signed by the person
entitled to attend and vote at the aforesaid meeting or
by his authorized representative, is filed with the
Transferor Company No. 1 at its registered office, not
later than 48 hours before the said meeting.
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17. The Chairman/Alternate Chairman shall file their
reports within two weeks of the conclusion of the said
meeting.
18. The Application stand allowed in the aforesaid terms.
Order Dasti.
CO.APPL. 2477/2014
By this Application, the P etitioners have prayed for
dispensation of filing a separate petition/taking up separate
proceedings, for confirmation with regard to the reduction of
respective reserves and surpluses including the share
premium account. It is noticed that a separate resolution has
not yet been passed by the Board of Transferor Company
No.1 and Transferor Company No.2.
Learned Counsel for the Petitioners, on behalf of the
Petitioners, undertakes that the Board of the Transferor
Company No.1 shall pass a Special R esolution for the said
purpose in the Extra Ordinary General Meeting to be
conducted soon after the conclusion of the meeting of the
Equity Shareholders. Transferor Company No. 2 also
undertakes to pass a Special Resolution in the said regard.
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In view of the above, the Applicants are permitted to
move an appropriate application seeking dispensation at the
time of moving the Second Motion Petition after the
requisite Special Resolutions have been passed.
The Application stands disposed off in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 3, 2014
st
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