Ht Media Ltd vs Firefly E-Ventures Ltd
2010 Latest Caselaw 5847 Del

*     IN THE HIGH COURT OF DELHI AT NEW DELHI
+            COMPANY APPLICATION (M) No.230/2010
                               Date of decision: 22nd December, 2010.
HT MEDIA LIMITED                      ....... Transferee Company
                   AND
FIREFLY e-VENTURES LIMITED            ... Transferor 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 HT
Media Limited (Transferee Company for short) in respect of the scheme
of arrangement and restructuring between them and Firefly e-Ventures
Limited (Transferor Company for short). Copy of the scheme has been
enclosed as annexure-P1 to this application.
2.    Registered office of the transferee company is situated within the
National Capital Territory of Delhi. Along with the application copy of
the Articles and Memorandum of Association and audited balance
sheets of the transferee company has been placed on record. Resolution
passed by the Board of Directors of the transferee 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 transferee 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 transferee company is a public listed company. No objection
certificates from National Stock Exchange and Bombay Stock Exchange
have been enclosed at pages 423 and 424. Effect of the said certificates
will be examined at the time of second motion as there are certain
conditions or pre-conditions, which have to be satisfied.
4.    Meeting of the shareholders of the transferee company to
consider and vote on the proposed scheme with or without modification
will be held on 2nd February, 2011 at FICCI Golden Jubilee Auditorium,
Tansen Marg, New Delhi at 12 noon. The coram of the said meeting will
be as per the Articles and Memorandum of Association of the transferee
company.
5.    The transferee company has 630 unsecured creditors as on 30th
November, 2010 as per the list enclosed at pages 428 to 455. The
amount due and payable to the said unsecured creditors is about Rs.100
crores. Meeting of the unsecured creditors of the transferee company
will be held on 2nd February, 2011 at FICCI Golden Jubilee Auditorium,
Tansen Marg, New Delhi at 2.30 pm. The coram of the meeting will be
25% of the unsecured creditors in number terms representing at least
50% in the value of the total amount due and payable to the unsecured
creditors. In case the requisite coram is not present, the meeting will be
adjourned for half an hour and thereafter coram present in the meeting
will be treated as the requisite coram.
6.    The transferee company has 3 secured creditors as per the list at
page 27. Meeting of the secured creditors of the transferee company
 will be held on 2nd February, 2011 at FICCI Golden Jubilee Auditorium,
Tansen Marg, New Delhi at 4 pm. The coram of the said meeting will be
1 secured creditor representing at least 50% of the total amount due
and payable to the secured creditors.
7.    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 the said meetings. Notices to the shareholders, secured
creditors and unsecured creditors of the transferee company 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. Voting by proxy along with authority letter will be
permitted. Report will be filed within 2 weeks after meetings are held.
Notice of holding of the said meetings will be also published in the
newspapers 'Hindustan Times' (English) and 'Hindustan' (Hindi).
10.    The chairperson and alternate Chairperson will be paid
consolidated amount of Rs.60,000/- and Rs.40,000/- respectively for the
said meetings and the meetings in the case of the transferor company.
      The application is disposed of.
      Dasti.
                                                    SANJIV KHANNA, J.

DECEMBER 22, 2010 NA