Delhi High Court
Ht Media Limited vs -- on 12 February, 2016
Author: Rajiv Shakdher
$~42
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL.(M) 25/2016
IN THE MATTER OF
HT MEDIA LIMITED
..... Applicant/ Transferor Company
WITH
HT DIGITAL STREAMS LTD.
..... Non- Applicant/ Transferee Company.
Through: Mr Anirudh Das, Mr Kamaljeet Singh &
Mr Manu Krishnan, Advs.
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 12.02.2016
CA 464/2016 (Exemption)
1. Allowed subject to just exceptions.
CO.APPL.(M) 25/2016
2. This is a first motion application filed by HT Media Limited
(applicant/ transferor company) (hereafter referred to as the transferor
company) under Section 391 to 394 of the Companies Act, 1956 (in short
the 1956 Act) for approval of the scheme of amalgamation (hereafter
referred to as the scheme) with HT Digital Streams Limited (non-applicant/
transferee company) (hereafter referred to as the transferee company). A
copy of the scheme is enclosed with the application.
3. The registered office of the transferor company is located within the
territorial jurisdiction of this court. The registered office of the transferee
company is located at Patna, within the jurisdiction of the High Court of
Patna.
4. The details qua incorporation of the transferor company, its
authorized, issued, subscribed and paid up capital have been set out in
paragraphs 1 and 5 of the scheme.
5. The copies of Memorandum and Articles of Association, as well as,
the profit and loss account and the balance sheet as on 31.03.2015, have
been filed by the transferor company.
6. Copy of the Board of Directors' resolution dated 19.11.2015,
concerning the transferor company, whereby, the scheme has been
approved, has also been filed with the application.
7. The transferor company avers that there are no proceedings pending
against it, under Sections 235 to 251 of the 1956 Act or the corresponding
sections of the Companies Act, 2013, to the extent applicable.
8. As regards the position with regard to shareholders and creditors (i.e.
secured and unsecured creditors) of the transferor company are concerned,
the same is set forth in the table as follows:
Company No. Of Consent No. of Consent No. Of Consent
Shareholders given Secured given unsecured given
creditors creditors
Transferor 29367 Nil 5 Nil 1197 Nil
Company
9. I may also note, the transferor company has informed this court that
as the transferee company has its registered office in Patna, the appropriate
High Court has been moved by way of a similar application.
10. The transferor company has 29,367 shareholders as on 29.01.2016.
Consent has not been obtained from them qua the scheme. A prayer has
been made to convene their meeting.
11. In so far as the secured creditors are concerned, the transferor
company avers that it has five (5) secured creditors which represent a debt
owed to them amounting to Rs. 1,33,92,39,163 by the transferor company as
on 31.12.2015. A certificate of the Chartered Accountant (CA) to that effect
has been appended to the application. Accordingly, transferor company
prays that their meeting be convened.
12. As regards the unsecured creditors, the transferor company avers that
it has 1197 unsecured creditors which represent a debt owed to them
amounting to Rs. 9,77,33,17,393.47 by the transferor company as on
31.12.2015. A certificate of the CA certifying the said figure is annexed to
the application. In this case also, it is prayed that their meeting be convened.
13. Thus, as prayed, the transferor company is directed to convene a
meeting of its shareholders, and creditors (i.e. secured and unsecured
creditors). The meeting of the shareholders of the transferor company shall
be convened on 26.03.2016 at 10.30 a.m. at Sri Sathya Sai International
Centre, Pragati Vihar, Lodhi Road, New Delhi - 110 003. As regards the
secured creditors and the unsecured creditors of the transferor company, the
meetings with respect to the same will be held on the same date at the same
venue at 12.30 p.m. and 2.30 p.m. respectively.
13.1 Mrs Santosh Kohli, Advocate (Mb 9958323029) is appointed as a
Chairperson and Mr. U.N. Singh, Advocate (Mb. 9891249549) is appointed
as an Alternate Chairperson to convene the meeting of the shareholders of
the transferor company. Mr Peeyoosh Kalra, Advocate (Mb 9810651177)
is appointed as a Chairperson and Mr. Yogendra Pal Singh, Advocate (Mb.
9953711028) is appointed as an Alternate Chairperson to convene the
meeting of the secured creditors of the transferor company. Mr Naushad
Ahmed Khan, Advocate (Mb 9810094957) is appointed as a Chairperson
and Ms Ruchi Khurana, Advocate (Mb. 9868111799) is appointed as an
Alternate Chairperson to convene the meeting of the unsecured creditors of
the transferor company.
13.2 The quorum with respect to those meetings will be as follows:
Company Shareholders Secured creditors Unsecured
creditors
In In value In In value In In value
number (%) number (%) number (%)
Transferor 2937 25 1 25 120 25
company
13.3 In case the quorum, as mentioned above, with respect to the
shareholders, secured and unsecured creditors of the transferor company is
not in place, at the designated time when the meeting is called to order, then,
the meeting shall be adjourned by half-hour, and thereafter, the persons
present for voting shall be deemed to constitute the quorum. For the
purposes of computing the quorum, any valid instrument of proxy filed shall
be considered, if filed in the prescribed format, and is, duly signed by the
person entitled to attend the meeting and furthermore is deposited with the
registered office of the transferor company, at least 48 hours before the
meeting so convened. The Chairpersons and/or alternate Chairpersons, so
appointed, shall ensure that proxy registers are properly maintained.
14. The Chairpersons and/or Alternate Chairpersons shall also ensure that
notices for convening the aforementioned meetings of the shareholders,
secured and unsecured creditors of the transferor company, along with the
scheme, and a statement as required under Section 393 of the 1956 Act is
sent to them by ordinary post at their registered or last known address at
least 21 clear days before the date appointed for the said meetings, in their
presence or in the presence of their authorised representative. The notice
with respect to each of the meetings referred to above, shall be separately
published in the Hindustan Times (English), Delhi edition and in the
Hindustan (Hindi), Delhi edition in terms of the Companies (Court) Rules,
1959, at least 21 clear days before the date appointed for the said meetings.
15. The Chairpersons and/or Alternate Chairpersons shall be entitled to
issue suitable directions to the management of the transferor company so as
to ensure that the aforementioned meetings are conducted in a just, free and
fair manner. For their efforts, the Chairpersons and the Alternate
Chairpersons for each of the meeting will be paid a fee of Rs. 50,000/- each.
This will be in addition to reimbursement of any out of pocket expenses
incurred by them. The reimbursement will be on actual basis. The
Chairpersons of the respective meetings will file their reports within two
weeks of holding the aforesaid meetings.
16. The application stands allowed in the aforesaid terms.
17. Dasti.
RAJIV SHAKDHER, J
FEBRUARY 12, 2016
kk
