Delhi High Court
Sadhna Media Private Limited vs ................ on 22 December, 2014
$~2
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 147/2014
IN THE MATTER OF
SADHNA MEDIA PRIVATE LIMITED .....Applicants
Through: Mr. Jeevesh Nagrath and Mr.
Nitish K. Sharma, Advocates for
the Applicants.
CORA M:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 22.12.2014
SANJEEV SACHDEVA, J (ORAL)
CA No.2463/2014 (exemption)
Exemption allowed subject to all just exceptions.
CA No.2464/2014 (application for condonation of
delay on behalf of t he Applicants)
This is an application on behalf of the Applicants
seeking condonation of delay of 18 days in re-filing of
the application.
Learned Counsel for the Applicants submits that
there were certain compliances required to be done
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which took some time as there w as certain
documentation to be collected from the consenting
creditors on account of which the delay occurred. It is
submitted that the delay was intentional and bonafide.
In view of the above, the delay in re -filing of the
application is condoned.
Co. Appl. (M) No. 147/2014
1. This is a first motion joint A pplication under Sections
391 and 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Arrangement
(Demerger) ("Scheme") of between Sadhna Media
Private Limited (hereinafter referred to as De-merged
Company) with Sharp Eye Broadcasting Private
Limited (hereinafter referred to as Resulting Company
No. 1) and Sharp Eye Communications Private Limited
(hereinafter referred to as Resulting Company No. 2)
(hereinafter collectively referred to as Applicant
Companies). A copy of the proposed Scheme has been
enclosed along with the Application.
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2. The registered offices of the Applicant Companies are
situated within the National Capital Territory of Delhi
and are within the jurisdiction of this Court.
3. The details with regard to the date of incorporation of
Applicant Companies, their Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present application.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31 st March, 2014 of the
Applicant Companies have also been enclosed with the
present Application.
5. Learned Counsel for the Applicant Companies submits
that no proceeding under sections 235 to 251 of the Act
is pending against any of the Applicant Companies as
on the date of the present Application.
6. The proposed Scheme has been approved by the Board
of Directors of all the Applicant Companies. Copies of
the Board Resolutions have been file d along with the
present Application.
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7. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant Companies is apparent from
the chart given below:-
Company Share- Consent Secured Consent Unsecured Consent
holders Given Creditors Given Creditors Given
Demerged 3 All 1 All 6 All
Company
Resulting 3 All Nil N.A 5 All
Company
No.1
Resulting 19 All Nil N.A 1 All
Company
No.2
8. In view of the above, a prayer has been made for
dispensation of the requirement of convening meetings
of Shareholders, Secured Creditors and Unsecured
Creditors of the Applicant Companies.
9. In view of the written consent/NOC given by all the
Shareholders of the Demerged Company, the
requirement of convening meeting of the Shareholders
of the Demerged Company is dispensed with.
10. In view of the written consent/NOC given by all the
Shareholders of the Resulting Company No. 1 and
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Resulting Company No. 2, the requirement of
convening meeting of the Shareholders of the Resulting
Company No. 1 and Resulting Company No. 2 is
dispensed with.
11. In view of the written consent/NOC given by Secured
Creditors of the Demerged Company, the requirement
of convening meeting of the Secured Creditor of the
Demerged Company is dispensed with.
12. Since there are no Secured Creditors in the Resulting
Company No. 1 and Resulting Company No. 2, the
requirement for convening meetings of the Secured
Creditors of Resulting Company No. 1 and Resulting
Company N o. 2 the does not arise.
13. In view of the written consent/NOC given by all the
Unsecured Creditors of the Demerged Company, the
requirement of convening meeting of the Unsecured
Creditors of the Demerged Company is dispensed with.
14. In view of the written consent/NOC given by all the
Unsecured Creditors of Resulting Company No. 1 and
Resulting Company No. 2, the requirement of
convening meeting of the Unsecured Creditors of
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Resulting Company No. 1 and Resulting Company No.
2 is dispensed with.
15. The Application is allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
DECEMBER 22, 2014
st
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