Delhi High Court
Firefly E-Ventures Ltd vs Ht Media Ltd on 22 December, 2010
Author: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) No.229/2010
Date of decision: 22nd December, 2010.
FIREFLY e-VENTURES LIMITED ... Transferor Company
AND
HT MEDIA LIMITED ....... Transferee Company
Through Mr. P.D. Tyagi, Ms. Mohna M. Lal,
Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R A L
%
This application under Sections 391 to 394 read with Sections 100-
104 of the Companies Act, 1956 (Act for short) has been filed by Firefly
e-Ventures Limited (Transferor Company for short) in respect of the
scheme of arrangement and restructuring between the transferor
company and HT Media Limited (Transferee Company for short). Copy
of the scheme has been enclosed as annexure-P1 to this application.
2. Registered office of the transferor company is situated within the
National Capital Territory of Delhi. Along with the application copy of
the Articles and Memorandum of Association and the latest audited
balance sheet of the transferor company has been placed on record.
Resolution passed by the Board of Directors of the transferor company
approving the proposed scheme of arrangement and restructuring has
also been placed on record. In the application details with regard to the
date of incorporation of the transferor company, their authorized,
subscribed, issued and paid up share capital have been stated. It is
stated in the application that no proceedings under Sections 235 to 251
of the Act are pending against the transferor and transferee company.
3. The transferor company has 7 shareholders as per the list given at
page 79 of the application. M/s. HT Digital Media Holdings Limited,
which is a subsidiary of the transferee company, holds 99.99% of the
equity shares in the transferor company. The balance 6 shares are held
by 6 different individuals. Along with the application, consent letters/no
objection certificates given by the shareholders of the transferor
company have been enclosed at pages 428 to 435 of the application.
4. The transferor company does not have any secured creditor as
per the statement made in paragraph 35 (page 27) of the application.
5. In view of the consent letters/no objection certificates given by
the shareholders of the transferor company, the need and requirement
to convene and hold meeting of the shareholders of the transferor
company is dispensed with. Transferor company does not have any
secured creditor, therefore, there is no need to convene and hold
meeting of the secured creditors of the transferor company.
6. The transferor company has 140 unsecured creditors as per the
list at page 436 (learned counsel for the transferor company has
corrected the typographical errors in page 436 and the said corrections
have been signed in today's date). The list of unsecured creditors as on
30th November, 2010 has been filed at pages 436 to 445. An amount of
more than Rs.91 crores is due and payable to these 140 unsecured
creditors. Along with the application, the transferor company has
enclosed consent letters/no objection certificates from 14 secured
creditors, representing 99.91% in the value terms of the total amount
due and payable by the transferor company to the secured creditors. It
is stated in the application that the transferor company undertakes to
pay the debt due and payable to the unsecured creditors within 7 days
on receipt of demand from the concerned unsecured creditor. During
the course of hearing, it is pointed out that some of the unsecured
creditors of the transferor company will become unsecured creditors of
the transferee company. Learned counsel for the transferor company
states that they have no objection in case meeting of the unsecured
creditors of the transferor company is convened to consider and vote on
the scheme of arrangement and restructuring.
7. In view of the aforesaid, meeting of the unsecured creditors of
the transferor company will be held on 2nd February, 2011 at FICCI
Golden Jubilee Auditorium, Tansen Marg, New Delhi at 11 am. The
coram of the meeting will be 25% of the unsecured creditors in number
terms representing at least 50% in value terms of the total amount due
and payable by the transferor company to the secured creditors. In case
the requisite coram is not present in the meeting, the meeting will be
adjourned for half an hour and thereafter coram present in the meeting
will be treated as the requisite coram. Voting by proxy along with
authority letter will be permitted.
8. Ms. Manisha Tyagi (Mobile No.9811007270) and Mr. Chander
Shekhar Patney (Mobile No.9810024608) Advocates, who are present in
the Court, are appointed as chairperson and alternate chairperson
respectively for meeting of the unsecured creditors of the transferor
company. Notices to the unsecured creditors will be sent under
certificate of posting (UPC) in the presence of the chairman and
alternate chairman or their representatives. The chairperson and
alternate chairperson will file their affidavit to this effect in the Court
along with report. Notice of holding of the said meeting will be also
published in the newspapers 'Hindustan Times' (English) and 'Hindustan'
(Hindi). Report will be filed within 2 weeks after meeting is held.
9. Chairperson and alternate Chairperson will be paid consolidated
amount of Rs.60,000/- and Rs.40,000/- respectively for the said meeting
and the meetings in the case of the transferee company.
The application is disposed of.
Dasti.
SANJIV KHANNA, J.
DECEMBER 22, 2010
NA
