Delhi High Court
Rv Akash Ganga Infrastructure ... vs -- on 16 March, 2016
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 40/2016
IN THE MATTER OF
RV AKASH GANGA INFRASTRUCTURE LIMITED
.... Applicant No.1/ Demerged Company
With
RV AKASH GANGA SOLAR POWER LIMITED
.... Applicant No. 2/ Resulting Company
Through: Mr. Ashish Makhija, Adv.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 16.03.2016
1. This is a first motion (joint) application filed by RV Akash Ganga
Infrastructure Limited (i.e. applicant no.1/ Demerged Company) with RV
Akash Ganga Solar Power Limited (i.e. applicant no.2/ resulting company)
under section 391 to 394 of the Companies Act, 1956 (in short the Act) for
approval of the Scheme of Arrangement (hereafter referred to as the scheme).
A copy of the scheme is enclosed with the application.
1.1 The demerged company and the resulting company would be
collectively referred to as the applicants.
2. The registered office of the applicants is in Delhi and, therefore, within
the territorial jurisdiction of this Court.
3. The details with respect to the applicants' authorized, issued, subscribed
and paid-up capital are set out in paragraph 2 of the scheme.
3.1 Copies of Memorandum and Articles of Association as well as the latest
audited annual accounts as on 31.03.2015 of the applicants have been filed by
the applicants.
4. The applicants aver that there that there are no proceedings pending
against them, under Sections 235 to 251 of the Act.
5. The scheme has been approved by the Board of Directors (BOD) of the
applicants. Copies of the BOD resolutions of even date i.e. 06.04.2015 are filed
with the application.
6. The position with regard to equity shareholders of the applicants as also
the creditors (i.e. secured and unsecured) of the demerged company and the
consent obtained from them (wherever applicable) qua the scheme, is follows:
as follows:
Company No. of Equity No. of Consent No. of Consent given
Shareholders Consent secured given Unsecured
given Creditors Creditors
Demerged 41 ALL 16 14 (being 336 55(being
Company 99.93% in 83.73% in
value) out of value). Out of
the total the total
number i.e. number i.e.
16, 01 336, 147
(0.03%in (6.98%in
value) were value) were
paid off paid off prior
before to the
making the institution of
application the application
Resulting
7 ALL NIL N.A NIL N.A
Company
7. Further, it is noted that the resulting company do not have any secured
creditors and unsecured creditors, so there is no requirement of convening the
meetings with respect to that class of creditors.
7.1 A prayer has been made to dispense with the requirement of convening
meetings of the shareholders of the applicants and the creditors (i.e. secured
and unsecured creditors) of the demerged company. The letters of consent
submitted by the shareholders have been seen and examined in the background
of the position indicated in the table set out in paragraph 6 above. They are
found in order. Similarly, letters of consent of the creditors (i.e. secured and
unsecured creditors) of the demerged company have been seen and found in
order.
7.2 Accordingly, the prayer made for dispensing with the requirement of
convening meetings of the aforementioned class of persons/entities is allowed.
8. The joint application stands allowed in the aforesaid terms.
9. Dasti.
RAJIV SHAKDHER, J
MARCH 16, 2016
