Delhi High Court
Ht Music Entertainment Company ... vs ........... on 14 August, 2014
Author: Sanjeev Sachdeva
$~3
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 118/2014
IN THE MATTER OF
HT MUSIC ENTERTAINMEN T CO MPANY LIMITED
Through: Mr. Anirudh Das and Mr. Arjun
Pall, Advocates for the Applicant
Company.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHD EVA
ORDER
% 14.08.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion Application filed under sections 391
to 394 of the Companies Act, 1956 ("Act") in connection
with a Scheme of Amalgamation ("Scheme") of Noble
Broadcasting Corporation Private Limited (hereinafter
referred to as Transferor Company/Non Applicant) with
HT Music and Entertainment Company Limited
(hereinafter referred to as Transferee Company /Applicant
Company) (hereinafter Transferee Company referred to
as Transferee Company "Applicant Company") and their
respective Shareholders and Creditors. A copy of the
proposed Scheme is filed along with the Application.
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2. The registered office of the Applicant/Transferee
Company is situated within the National Capital Territory
of Delhi, within the jurisdiction of this Court. The
registered office of the Transferor Company is situated in
Tamil Nadu and the Transferor Company has filed an
application under Section 391 of the Act before the High
Court of Judicature at Madras.
3. The details with regard to the dates of incorporation of
the Applicant Company and the Transferor Company,
their respective 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 accounts for the year ending
31 st March 2013 for the Applicant Company and for the
year ending 31 st March 2014 for the Transferor Company
have been enclosed with the Application.
5. Learned Counsel appearing for the Applicant Company
submits that no proceedings under s ections 235 and 250A
of the Act are pending against the Applicant Company as
on date of the present Application.
6. The proposed Scheme has been approved by the Board of
Directors of the Applicant Company and the Transferor
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Company. Copies of their respective Board Resolutions
have been filed along with the Application.
7. The status of the Equity S hareholders, Secured and
Unsecured Creditors of the Applicant Company and the
consents obtained from them for the proposed scheme is
clearly apparent from the chart given in the application
which is as follows:-
Com pa ny No. o f Consent No of Consent No of Consent
Equity Giv en Secured Giv en Unsecured Giv en
Sha re Credito r Credito r
holders
Transferee 7 All Nil NA 1 All
Compa ny
8. A prayer has been made for dispensation of the
requirement of convening meetings of Shareholders,
Secured and Unsecured creditors of the Applicant
Company.
9. In view of the written consents given by the equity
shareholders of the Applicant Company, the req uirement
of convening the meetings of the equity shareholders of
the Applicant Company are dispensed with.
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10. In view of the written consents/NOC given by the sole
Unsecured Creditor of Applicant Company, requirement
of convening the meeting of Unsecured Creditor of
Applicant Company is dispensed with.
11. Since there are no Secured Creditor in the Applicant
Company, the question of convening the meetings of the
Secured Creditors of the Applicant C ompany does not
arise.
12. The Application stands allowed in above t erms.
Order Dasti.
SANJEEV SACHDEVA, J
AUGUST 14, 2014
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