Delhi High Court
Ndtv Studios Ltd vs New Delhi Television Ltd on 8 November, 2010
Author: Sanjiv Khanna
9.
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 328/2010
Date of decision: 8th November, 2010
NDTV STUDIOS LTD. ..... Petitioner/Transferor Company No. 1.
NDTV INDIA PLUS LTD.. Petitioner/Transferor Company No. 2.
NDTV BUSINESS LTD..... Petitioner/Transferor Company No. 3.
NEW DELHI TELEVISION MEDIA LIMITED
..... Petitioner/Transferor Company No. 4.
NDTV DELHI LIMITED... Petitioner/Transferor Company No. 5.
NDTV HINDU MEDIA LIMITED
...... Petitioner/Transferor Company No. 6.
NDTV NEWS 24x7 LTD.... Petitioner/Transferor Company No. 7.
NDTV NEWS LIMITED... Petitioner/Transferor Company No. 8.
AND
NEW DELHI TELEVISION LIMITED
.... Petitioner/Transferee Company.
Through Mr. H.S. Chandhoke & Ms. Kamal
Preet Kaur, Advocates.
Dy. ROC for Regional Director (Northern
Region)
Mr. Rajiv Behl, Advocate for Official Liquidator.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. This second motion under Sections 391 and 394 of the Companies
Act, 1956 (hereinafter referred to as the Act, for short) has been filed by
NDTV Studios Limited, NDTV India Plus Limited, NDTV Business
Limited, New Delhi Television Media Limited, NDTV Delhi Limited,
NDTV Hindu Media Limited, NDTV News 24x7 Limited, NDTV News
Limited (the transferor company Nos. 1 to 8 respectively) and New Delhi
Television Limited (the transferee company).
2. The first motion filed by the eight transferor companies and the
transferee company was disposed of vide order dated 4 th June, 2010 passed
in C.A. (M) No. 113/2010. By the said order, meetings of the shareholders
and the creditors of the eight transferor companies were dispensed with.
COMPANY PETITION NO. 328/2010 Page 1
However, meeting of the shareholders, secured creditors and unsecured
creditors (other than trade creditors of the transferee company) were
directed to be held under the Court appointed Chairman/Alternate
Chairman. The dates for holding of the meetings and the coram for the
meetings were fixed.
3. It is stated in the petition that the meetings of the shareholders,
secured creditors and unsecured creditors (other than trade creditors of the
transferee company) were held on 12th July, 2010 in terms of the order
passed by this Court. Along with the present petition, the petitioners have
enclosed affidavit of the Chairman appointed for the said meetings stating
that they had dispatched notices to the shareholders and the creditors and
notices were also published in the newspapers as per the directions
contained in the order dated 4th June, 2010. The Chairmen have filed their
reports stating that the meetings were duly convened and held and in the
said meetings the shareholders, secured creditors and unsecured creditors
(other than trade creditors) have unanimously resolved, accepted and voted
in favour of the scheme of arrangement.
4. After filing of the present petition, notices were issued to the
Regional Director (Northern Region) and the Official Liquidator.
5. The Regional Director (Northern Region) has filed their report stating
that all employees of the transferor companies shall become employees of
the transferee company without any break or interruption in their services.
It is further stated that the Central Government does not have any objection
to the proposed scheme of arrangement.
6. The Official Liquidator has filed their detailed reply setting out and
giving full particulars and details of the authorized and paid up share capital
of each company, their respective balance sheets and financial health. The
Official Liquidator has stated that they have not received any complaint
against the proposed scheme of arrangement from any person/party
interested in the scheme. The Official Liquidator has further stated that on
the basis of information submitted by the transferor/tranferee companies, the
Official Liquidator is of the view that the affairs of the aforesaid transferor
company Nos. 1 to 8 do not appear to have been conducted in a manner
COMPANY PETITION NO. 328/2010 Page 2
prejudicial to the interest of its members or public interest.
7. It is stated in the petition that the entire share capital of the eight
transferor companies- equity or compulsorily convertible preference shares
is held by the transferee company directly or indirectly through its
subsidiaries. As per the scheme of arrangement, the transferee company is
not required to issue any share or pay any share consideration to any of the
transferor companies or its shareholders.
8. It is stated in the petition that no proceedings under Sections 235 and
250A of the Act are pending against the transferor companies or the
transferee company.
9. Pursuant to order dated 6th August, 2010, the transferor companies
and the transferee company have published citations in the newspapers
'Financial Express' (English) and 'Jansatta' (Hindi). Copy of the said
publications have been placed on record along with affidavit filed in the
Court on 25th September, 2010.
10. The petitioner companies have also filed another affidavit of Mr.
Anoop Singh on behalf of the transferor companies and the transferee
company stating that they have not received any objection to the proposed
scheme of arrangement from any person.
11. Keeping in view the aforesaid facts, the present petition is allowed.
The scheme of arrangement is approved. It is clarified that this order will
not be construed as an order granting exemption from payment of stamp
duty, if payable.
The petition is disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 08, 2010
VKR/NA
COMPANY PETITION NO. 328/2010 Page 3
