Delhi High Court
Firefly E-Ventures Limited vs ... on 12 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 94/2016
Reserved on 14th July, 2016
Date of pronouncement: 12th August, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 read
with Sections 100 to 104 of the Companies
Act, 1956
Composite Scheme of Capital Reduction and Arrangement between:
Firefly e-Ventures Limited
Applicant Company No. 1
HT Digital Media Holdings Limited
Applicant Company No. 2
AND
HT Mobile Solutions Limited
Applicant Company No. 3
Through Mr. N. Ganpathy, Sr.
Advocate with Mr. Bharat Apte and
Mr.Rushil Oberoi, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394
read with Sections 100 to 104 of the Companies Act, 1956 by the
applicant companies seeking directions of this court to dispense with the
requirement of convening the meetings of their equity shareholders,
preference shareholders and creditors and for convening a meeting of
the unsecured creditors of the applicant company no. 3 to consider and
approve, with or without modification, the proposed Composite Scheme
of Capital Reduction and Arrangement between Firefly e-Ventures
Limited (hereinafter referred to as the applicant company no. 1); HT
Digital Media Holdings Limited (hereinafter referred to as the applicant
company no. 2) and HT Mobile Solutions Limited (hereinafter referred to
as the applicant company no.3).
2. The registered offices of the applicant companies no. 1, 2 & 3 are
situated at New Delhi, within the jurisdiction of this Court.
3. The applicant company no. 1 was originally incorporated under the
Companies Act, 1956 on 11th June, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Medialab Web Solutions Limited. The company changed its
name to Firefly e-Ventures Limited and obtained the fresh certificate of
incorporation on 20th August, 2007.
4. The applicant company no. 2 was originally incorporated under the
Companies Act, 1956 on 26th September, 2007 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Hindustan Media Limited. The company changed its name to HT
Digital Media Holdings Limited and obtained the fresh certificate of
incorporation on 2nd March, 2009.
5. The applicant company no. 3 was incorporated under the
Companies Act, 1956 on 19th February, 2009 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The present authorized share capital of the applicant company
no.1 is Rs.60,00,00,000/- divided into 4,00,00,000 equity shares of
Rs.10/- each aggregating to Rs.40,00,00,000/- and 2,00,00,00,000
preference shares of Rs.0.10/- each aggregating to Rs.20,00,00,000/-.
The issued, subscribed and paid-up share capital of the company is
Rs.27,34,26,000/- divided into 2,71,50,000 equity shares of Rs.10/- each
aggregating to Rs.27,15,00,000/- and 1,92,60,000 optionally convertible
cumulative preference shares of Rs.0.10/- each aggregating to
Rs.19,26,000/-.
7. The present authorized share capital of the applicant company
no.2 is Rs.1,88,00,00,000/- divided into 18,80,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid up share capital of the
company is Rs.37,87,30,460/- divided into 3,78,73,046 equity shares of
Rs.10/- each.
8. The present authorized share capital of the applicant company
no.3 is Rs.29,50,00,000/- divided into 2,90,00,000 equity shares of
Rs.10/- each aggregating to Rs.29,00,00,000/- and 5,00,00,000
preference shares of Rs.0.10/- each aggregating to Rs.50,00,000/-. The
issued, subscribed and paid-up share capital of the company is
Rs.26,20,53,470/- divided into 2,61,75,347 equity shares of Rs.10/- each
aggregating to Rs.26,17,53,470/- and 30,00,000 optionally convertible
cumulative preference shares of Rs.0.10/- each aggregating to
Rs.3,00,000/-.
9. Copies of the Memorandum and Articles of Association of the
applicant companies no. 1, 2 & 3 have been filed on record. The audited
balance sheets, as on 31st March, 2015, of the applicant companies no.1,
2 & 3, along with the report of the auditors, and their unaudited financial
statements, as on 31st March, 2016, have also been filed.
10. A copy of the Composite Scheme of Capital Reduction and
Arrangement has been placed on record and the salient features of the
Scheme have been incorporated and detailed in the application and the
accompanying affidavits. It has been submitted by the applicants that the
Scheme, inter alia, provides for (i) reduction of the equity share capital,
optionally convertible cumulative preference share capital and the
Securities Premium Account of the applicant company no. 1; (ii)
reduction of the equity share capital and the Securities Premium Account
of the applicant company no. 2; and (iii) demerger of the Demerged
Undertaking of the application company no. 1 and its merger into the
applicant company no. 3. It is claimed that the proposed demerger will
achieve synergies in operations and reduction of operating costs which
shall result in optimal exploitation and development of the electronic and
online marketing business.
11. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the applicant
company no. 3 shall issue and allot shares to the shareholders of the
applicant company no. 1 in the following ratio:
"01 new equity share of Rs.10/- each of the applicant
company no. 3 for every 01 equity share or optionally
convertible cumulative preference share held by the
shareholders in the applicant company no. 1."
12. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 or under Sections 210
to 227 of the Companies Act, 2013 are pending against the applicant
companies.
13. The Board of Directors of the applicant companies no. 1, 2 & 3 in
their separate meetings held on 27th May, 2016 have unanimously
approved the proposed Composite Scheme of Capital Reduction and
Arrangement. Copies of the Resolutions passed at the meetings of the
Board of Directors of the applicant companies no. 1, 2 & 3 have also
been placed on record.
14. The applicant company no. 1 has 07 equity shareholders and 01
preference shareholder. All the equity shareholders and the sole
preference shareholder have given their consents/no objections in writing
to the proposed Composite Scheme of Capital Reduction and
Arrangement. Their consents/no objections have been placed on record.
They have been examined and found in order. In view thereof, the
requirement of convening the meetings of the equity shareholders and
preference shareholder of the applicant company no. 1 to consider and, if
thought fit, approve, with or without modification, the proposed
Composite Scheme of Capital Reduction and Arrangement is dispensed
with. There is no secured or unsecured creditor of the applicant company
no. 1, as on 9th May, 2016.
15. The applicant company no. 2 has 07 equity shareholders and 01
unsecured creditor. All the equity shareholders and the sole unsecured
creditor have given their consents/no objections in writing to the
proposed Composite Scheme of Capital Reduction and Arrangement.
Their consents/no objections have been placed on record. They have
been examined and found in order. In view thereof, the requirement of
convening the meetings of the equity shareholders and unsecured
creditor of the applicant company no. 2 to consider and, if thought fit,
approve, with or without modification, the proposed Composite Scheme
of Capital Reduction and Arrangement is dispensed with. There is no
secured creditor of the applicant company no. 2, as on 9th May, 2016.
16. The applicant company no. 3 has 08 equity shareholders and 01
preference shareholder. All the equity shareholders and the sole
preference shareholder have given their consents/no objections in writing
to the proposed Composite Scheme of Capital Reduction and
Arrangement. Their consents/no objections have been placed on record.
They have been examined and found in order. In view thereof, the
requirement of convening the meetings of the equity shareholders and
preference shareholder of the applicant company no. 3 to consider and, if
thought fit, approve, with or without modification, the proposed
Composite Scheme of Capital Reduction and Arrangement is dispensed
with. There is no secured creditor of the applicant company no. 3, as on
9th May, 2016.
17. The applicant company no. 3 has 27 unsecured creditors and a
direction is sought to convene and hold their meeting to seek their
approval to the proposed Composite Scheme of Capital Reduction and
Arrangement. Considering the facts and circumstances aforesaid, the
meeting of the unsecured creditors of the applicant company no. 3 shall
be held on 15th September, 2016 at 11:00 a.m. at the registered office of
the company at Hindustan Times House, Second Floor, 18-20, Kasturba
Gandhi Marg, New Delhi - 110001. Mr. Pramod Sharma, Advocate,
(Mobile No. 9312239606) is appointed as the Chairperson and Ms.
Akshita Sachdeva, Advocate, (Mobile No. 7838388837) is appointed as
the Alternate Chairperson to conduct the said meeting. The Quorum of
the meeting of the unsecured creditors of the applicant company no. 3
shall be 8 in number and more than 25% in value of the total unsecured
debt.
18. In case the quorum as noted above for the above meeting is not
present at the meeting, then the meeting shall be adjourned by half an
hour, and thereafter the persons present and voting shall be deemed to
constitute the quorum. For the purpose of computing the quorum the
valid proxies shall also be considered, if the proxy in the prescribed form
duly signed by the person entitled to attend and vote at the meeting is
filed with the registered office of the applicant company no. 3 at least 48
hours before the meeting. The Chairperson and Alternate Chairperson
shall ensure that the proxy register is properly maintained.
19. The Chairperson and Alternate Chairperson shall ensure that
notices for convening the aforesaid meeting of the unsecured creditors of
the applicant company no. 3, along with copies of the Composite Scheme
of Capital Reduction and Arrangement and the statement under Section
393 of the Companies Act, 1956, shall be sent to the unsecured creditors
of the applicant company no. 3 by ordinary post at their registered or last
known addresses at least 21 days before the date appointed for the
meeting, in their presence or in the presence of their authorized
representatives. Notice of the meeting shall also be published in the Delhi
editions of the newspapers "Hindustan Times" (English) and "Hindustan"
(Hindi) in terms of the Companies (Court) Rules, 1959 at least 21 days
before the date appointed for the meeting.
20. The Chairperson and Alternate Chairperson will be at liberty to
issue suitable directions to the management of the applicant companies
so that the aforesaid meeting of the unsecured creditors of the applicant
company no. 3 is conducted in a just, free and fair manner.
21. The fee of the Chairperson and the Alternate Chairperson for the
aforesaid meeting shall be Rs.50,000/- each in addition to meeting their
incidental expenses. The Chairperson will file his report within two weeks
from the date of holding of the aforesaid meeting.
22. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 12, 2016
