Delhi High Court
Living Media India Limited & Ors vs -------------------- on 5 November, 2012
Author: Indermeet Kaur
$~32
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:05.11.2012
COMPANY APPLICATION (M) NO. 172 OF 2012
IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956)
IN THE MATTER OF
LIVING MEDIA INDIA LIMITED
...APPLICANT/TRANSFEROR COMPANY
AND
THOMSON PRESS (INDIA) LIMITED
...APPLICANT/ TRANSFEREE COMPANY
Through: Mr. Anirudh Das and Mr. Rohan Dheman, Advocates
for the Applicant Companies
INDERMEET KAUR, J.(Oral)
1.
This is a first motion joint application under sections 391-394 of
the Companies Act, 1956, in connection with a Scheme of
Arrangement between Limited Media India Limited and Thomson
Press (India) Limited. A copy of the proposed Scheme of
Arrangement is filed along with the Application.
2. The registered offices of the Applicant/Transferor Company and
the Applicant/Transferee Company are situated within the
National Capital Territory of Delhi and are within the jurisdiction
of this Court.
3. Details with regard to the date of incorporation of the
Applicant/Transferor Company and Applicant/Transferee
Company, their authorized, issued, subscribed and paid up capital
have been given in the Application.
4. Copies of the Memorandum and Articles of Association as well as
the latest audited Annual Accounts for the year 2011-2012 of the
Applicant/Transferor Company and year ending 31st March 2012
of the Applicant/Transferee Company have been enclosed with
the Application.
5. Learned Counsel for the Applicant Companies submitted that no
proceedings under Sections 235 to 251 of the Companies Act,
1956 are pending against any of the Applicant Companies as on
date of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of both the Applicant Companies. Copies of the Board
Resolutions have been filed along with the Application.
7. The status of the Equity Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents obtained
by them for the proposed Scheme is clearly apparent from the
chart given below:
Name of Nos. of Consent Nos. of Consent Nos. of Consent
the Equity Given Secured Given Unsecured Given
Company Share- Creditors Creditors
holders
Page Page No. Page No. Page No. Page No. Page No.
No.
Applicant/ 08 N.A. as 11 N.A. as 520 N.A. as
Transferor meeting meeting meeting
Company is being is being is being
convened convened convened
213 - 214-216 - 217-280 -
Applicant/ 07 All 12 N.A. as 711 N.A. as
Transferee meeting meeting
Company is being is being
convened convened
281 282-299 300-302 - 303-321 -
8. The Applicant/Transferor Company seeks convening of meeting
of the equity shareholders, secured creditors and unsecured
creditors to be held under the supervision of this Court to consider
the Scheme. Consequently, I direct that a meeting of the equity
shareholders of the Applicant/Transferor Company shall be held
on 15 December 2012 at 10.00 AM at The Connaught Hotel, 37,
Shaheed Bhagat Singh Marg, New Delhi-110001. I further direct
that the meeting of the Secured Creditors of the
Applicant/Transferor Company shall be held on 15 December
2012 at 11.00 AM at The Connaught Hotel, 37, Shaheed Bhagat
Singh Marg, New Delhi-110001. I further direct that the meeting
of the Unsecured Creditors of the Applicant/Transferor Company
shall be held on 15 December 2012 at 12 Noon at The Connaught
Hotel, 37, Shaheed Bhagat Singh Marg, New Delhi-110001.
9. In view of the written consents/NOC given by all the shareholders
of the Applicant/Transferee Company, the requirement of
convening the meeting of equity shareholders of the
Applicant/Transferee Company is dispensed with.
10. The Applicant/Transferee Company seeks convening of the
meetings of Secured Creditors and Unsecured Creditors to be held
under the supervision of this Court to consider the Scheme.
Consequently, I direct that a meeting of Secured Creditors of the
Applicant/Transferee Company shall be held on 15 December
2012 at 2.00 PM at The Connaught Hotel, 37, Shaheed Bhagat
Singh Marg, New Delhi-110001. I further direct that the meeting
of the Unsecured Creditors of the Applicant/Transferee Company
shall be held on 15 December 2012 at 4.00 PM at The Connaught
Hotel, 37, Shaheed Bhagat Singh Marg, New Delhi-110001.
11. Ms.Suruchi Suri, Advocate, Cell No.9810255518 is appointed as
the Chairperson and Mr.Sanjay Dua, Advocate, Cell No.
9811166338 is appointed as the Alternate Chairperson for the
meeting of the equity shareholders of the Applicant/Transferor
Company. They would be paid a fee of Rs.50,000/- each.
Mr.Jitender Pandey, Cell No.9958792394 and Mr.Dav Singh, Cell
No.7838172265 shall provide secretarial assistance to the
Chairperson and Alternate Chairperson. They shall be paid a fee
of Rs.10,000/- each for this purpose.
12. Mr.Anuj Gupta, Advocate, Cell No.9717209999 is appointed as
the Chairperson and Mrs.Dipa Dixit, Cell No.9811133192 is
appointed as the Alternate Chairperson for the meeting of the
Secured Creditors of the Applicant/Transferor Company. They
would be paid a fee of Rs.50,000/- each. Mr.Sandeep Singh, Cell
No.9910390856 and Mr.Dilip Mandal, Cell No.011-24351771
shall provide secretarial assistance to the Chairperson and
Alternate Chairperson. They shall be paid a fee of Rs.10,000/-
each for this purpose.
13. Mr.Sumit Neema, Advocate, Cell No.09713163667is appointed
as the Chairperson and Ms.Sheetal M. Advocate, Cell
No.9718831200, is appointed as the Alternate Chairperson for the
meeting of the Unsecured Creditors of the Applicant/Transferor
Company. They would be paid a fee of Rs.50,000/- each.
Mr.Lakhvinder Singh, Cell No.9910390859 and Mr.Srawan,
Mandal, Cell No.8527850991 shall provide secretarial assistance
to the Chairperson and Alternate Chairperson. They shall be paid
a fee of Rs.10,000/- each for this purpose.
14. Ms. Akanksha Kaul, Advocate, Cell No.9818131566 is appointed
as the Chairperson and Mr.Prashant Singh, Advocate, Cell
No.9810170243 is appointed as the Alternate Chairperson for the
meeting of the Secured Creditors of the Applicant/Transferee
Company. They would be paid a fee of Rs.50,000/- each.
Mr.Jitender Jit Singh, Cell No.9910390857 and Mr.Shyam Lal,
Cell No.8527163588 shall provide secretarial assistance to the
Chairperson and Alternate Chairperson. They shall be paid a fee
of Rs.10,000/- each for this purpose.
15. Ms.Sonali Jaitley, Advocate, Cell No.9971071111 is appointed
as the Chairperson and Mr.Dhruv Pal, Advocate, Cell
No.9999739573 is appointed as the Alternate Chairperson for the
meeting of the Unsecured Creditors of the Applicant/Transferee
Company. They would be paid a fee of Rs.50,000/- each.
Mr.Lekh Raj, Cell No.9650197463 and Ms.Shakuntla, Cell No.
9811834628 shall provide secretarial assistance to the
Chairperson and Alternate Chairperson. They shall be paid a fee
of Rs.10,000/- each for this purpose.
16. The Applicant Companies are also directed to publish advance
notice of the aforesaid meetings in "The Indian Express"
(English, Delhi Edition) and "Jansatta" (Hindi, Delhi Edition).
The advertisements shall be minimum 21 days in advance before
the scheduled dates of the meetings.
17. Individual notices of the proposed meetings would be sent by
ordinary post minimum 21 days in advance before the scheduled
dates of the meetings. The Chairperson will ensure that the
dispatch is under his/her supervision or his/her authorized
representative.
18. The quorum of the meetings is fixed as follows:
Company Equity Secured Unsecured
Shareholders Creditors Creditors
No. % No. % No. %
04 25% of 4 25% of 55 25% of
the the the
Applicant/Transferor paid Secured Unsecured
Company up Debt Debt
share
capital
Applicant / NA NA 4 25% of 75 25% of
Transferee the the
Company Secured Unsecured
Debt Debt
19. It is also directed that if the quorum is not present in the meetings,
the meetings would be adjourned for 30 minutes and thereafter
the persons present in the meetings would be treated as the
quorum.
20. Voting by proxy is permitted provided that the proxy in the
prescribed form and duly signed by the person entitled to attend
and vote at the said meetings or by his authorized representative,
is filed with the Applicant Companies, at their respective
registered office, not later than 48 hours before the said meetings.
21. The Chairperson/ Alternate Chairperson shall file their reports
within 7 days of the conclusion of the respective meetings
22. The Application stands allowed in the aforesaid terms.
Order Dasti
INDERMEET KAUR, J
NOVEMBER 05, 2012
nandan
