Delhi High Court
Valuefirst Mobility Vision ... vs .............. on 26 November, 2014
Author: Sanjeev Sachdeva
$~41
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 158/2014
IN THE MATTER OF
VALUEFIRST MOBILITY VISION TECHNOLOGIES
PRIVATE LIMITED ....Applicants
Through: Ms. Maneesha Dhir, Advocate
with Mr. Hemant Sharma and
Mr. Milan Singh Negi,
Advocates for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.11.2014
SANJEEV SACHDEVA, J (ORAL)
CO. APPL. No. 2737/2014
Exemption allowed subject to just exceptions.
Co. Appl. (M) No. 158/2014
1. This is first motion joint Application under section 391
to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Arrangement
("Scheme") between Valuefirst Mobility Vision
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Technologies Private Limited (hereinafter referred to as
Transferor Company) and Valuefirst Digital Media
Private Limited (hereinafter referred to as Transferee
Company) (hereinafter collectively referred to as
Applicant Companies). 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.
3. 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.
4. The copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31st March, 2014 of all the
Applicant Companies have also been enclosed with the
Application.
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5. 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.
6. Learned Counsel for the Applicant Companies further
submits that the entire issued Share Capital of the
Transferor Company is held by the Transferee
Company and the Transferor Company is the wholly
owned subsidiary of the Transferee Company, therefore
the share exchange ratio in this respect cannot be
determined. Copy of Chartered Accountant Certificate
in this respect is enclosed with the 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:
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Company Shareholders Consent Secured Consent Unsecured Consent
Given Creditors Given Creditors Given
Equity All
Company 0 (99.90%
Preference N.A in value)
Shareholders
Equity (94.28%
Company 2 (92.37%
Preference All in value)
Shareholders
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
Equity Shareholders of the Transferor Company, the
requirement of convening meeting of Equity
Shareholders of the Transferor Company is dispensed
with.
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11. Since there are no Secured Creditors in the Transferor
Company therefore the requirement of convening
meeting of Secured Creditors of the Transferor
Company does not arise.
12. In view of the written consents/NOC given by 99.90%
(in value) of the Unsecured Creditors of the Transferor
Company, the requirement of convening meeting of
Unsecured Creditors of the Transferor Company is
dispensed with.
13. In view of the written consents/NOC given by all the
Preference Shareholders and 94.28% (in value) of
Equity Shareholders of the Transferee Company, the
requirement of convening meeting of Preference
Shareholders and Equity Shareholders of the Transferee
Company is dispensed with.
14. In view of written consents/NOC given by all the
Secured Creditors of the Transferee Company, the
requirement of convening meeting of Secured Creditors
of the Transferee Company is dispensed with.
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15. In view of written consents/NOC given by 92.37% (in
value) of the Unsecured Creditors of the Transferee
Company, the requirement of convening meeting of
Unsecured Creditors of the Transferee Company is
dispensed with.
16. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
NOVEMBER 26, 2014
st
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