Delhi High Court
Rs Livemedia Private Limited vs .... on 29 August, 2016
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 117/2016
Reserved on 8th August, 2016
Date of pronouncement: 29th August, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391 read with
Sections 100 to 104 of the Companies Act,
1956 read with Rules 6 & 9 of the
Companies (Court) Rules, 1959
Scheme of Arrangement between:
RS LiveMedia Private Limited
Applicant Company
AND
Its shareholders
Through Mr. Samaksh Goyal, Advocate
for the applicant
SUDERSHAN KUMAR MISRA, J.
1. This application has been filed under Sections 391 read with
Sections 100 to 104 of the Companies Act, 1956 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959, by the applicant company seeking
directions of this court to dispense with the requirement of convening the
meetings of its equity shareholders, secured and unsecured creditors to
consider and approve with or without modification, the proposed Scheme
of Arrangement between RS LiveMedia Private Limited (hereinafter
referred to as the applicant company) and its shareholders.
2. The registered office of the applicant company is situated at New
Delhi, within the jurisdiction of this Court.
3. The applicant company was incorporated under the Companies
Act, 1956 on 11th May, 2006 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The present authorized share capital of the applicant company is
Rs.7,50,00,000/- divided into 6,50,00,000 equity shares of Rs.1/- each
aggregating to Rs.6,50,00,000/- and 1,00,00,000 preference shares of
Rs.1/- each aggregating to Rs.1,00,00,000/-. The issued, subscribed
and paid-up share capital of the company is Rs.1,00,00,000/- divided into
1,00,00,000 equity shares of Rs.1/- each.
5. A copy of Memorandum and Articles of Association of the applicant
company has been filed on record. The audited balance sheet, as on 31st
March, 2015, of the applicant company, along with the report of the
auditors, and the unaudited provisional financial statements of the
applicant company, as on 31st March, 2016, has also been filed.
6. A copy of the Scheme of Arrangement has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavit. It is submitted
by the applicants that the Scheme, inter alia, provides for purchase of
60,00,000 equity shares of Rs.1/- each of the applicant company for an
agreed consideration of Rs.15,00,00,000/- at Rs.25/- per share, thus
resulting in the cancellation of corresponding 60,00,000 equity shares. It
is further submitted that the existing share capital of the company is in
excess of the requirement of the company. Therefore, reduction of share
capital will enable the company to have a rational capital structure which
is commensurate with its business and assets.
7. It has been submitted by the applicant that no proceedings under
Section 235 to 251 of the Companies Act, 1956 or under Sections 206 to
229 of the Companies Act, 2013 are pending against the applicant
company.
8. The Board of Directors of the applicant company in their meeting
held on 15th June, 2016 have unanimously approved the proposed
Scheme of Arrangement. A copy of the Resolution passed at the meeting
of the Board of Directors of the applicant company has been placed on
record.
9. The applicant company has 02 equity shareholders and 13
unsecured creditors. Both the equity shareholders and all the unsecured
creditors have given their consents/no objections in writing to the
proposed Scheme of 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 creditors of the applicant company to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Arrangement is dispensed with. There is no
secured creditor of the applicant company, as on 15th June, 2016.
10. The applications stand allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
August 29, 2016
