JUDGMENT : 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 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. 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: Company Shareholders Consent Given Secured Creditors Consent Given Unsecured Creditors Consent Given Transferor Company 2 Equity Shareholders All Nil N.A. 5 4 (99.90% in value) 0 Preference Shareholders N.A. Transferee Company 32 Equity Shareholders 30 (94.28% in value) 6 All 81 75 (92.37% in value) 2 Preference Shareholders All 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. 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. 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.