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2007 DIGILAW 1789 (DEL)

IN THE MATTER v. Go4i. COM (INDIA) PVT. LTD.

2007-09-13

REKHA SHARMA

body2007
JUDGMENT Rekha Sharma, J. (Oral)-This is an application under Section391(1) of the Companies Act, 1956 for arrangement and demerger of Go4i.com (India) Private Limited, Transferor Company and HT Media Limited, Transferee Company. Both the Transferor Company and the Transferee Company are the applicants. 2. The registered offices of the Transferor and the Transferee Companies are situated at Delhi, within the jurisdiction of this Court. 3. The petitioner companies had filed Company Application (M) No. 27/2007 which was allowed by order dated 19 February, 2007. While allowing the application, the requirement of conducting statutory meetings of the shareholders and creditors of the Transferor Company was dispensed with as their consent in writing had been obtained. The meeting of the secured creditors of the Transferee Company was also dispensed with on the ground that they had given their consents/no objection in writing. However, the meeting of the equity shareholders and unsecured creditors of the Transferee Company were directed to be held. 4. The chairperson holding the statutory meetings of the equity shareholders of the Transferee Company, filed his report stating that the meeting of the equity shareholders was held on March 26, 2006 at 12.00 noon, at the FICCI Golden Jubilee Auditorium, Federation House, Tansen Marg, New Delhi-1l000l. The votes were cast by the equity shareholders and their proxies. There were 21 invalid votes and 3 shareholders entitled together to Rs. 60/- of the paid up share capital voted against the scheme of arrangement and demerger. Hence, the scheme has been approved by the requisite majority in number and value. 5. The chairperson holding the statutory meeting of the unsecured creditors of the Transferee Company filed his report stating that the meeting of unsecured creditors was held on March 26, 2006 at 3.00 p.m., at the FICCI Golden Jubilee Auditorium, Federation House, Tansen Marg, New Delhi-1l000l. The chairperson further submitted in his report, that the meeting was personally attended by 6 unsecured creditors entitled together to Rs. 2,97,068 of unsecured debt. Since the minimum quorum was not present, the meeting was adjourned for half-an-hour and thereafter the minimum quorum was deemed to be present in terms of the order passed by this Court on February 19, 2007 in Company Application (M) No. 27/ 2007. Thus, the scheme has been approved by the requisite majority in number and value. 6. Since the minimum quorum was not present, the meeting was adjourned for half-an-hour and thereafter the minimum quorum was deemed to be present in terms of the order passed by this Court on February 19, 2007 in Company Application (M) No. 27/ 2007. Thus, the scheme has been approved by the requisite majority in number and value. 6. After the present petition was filed, vide order dated April 4, 2007 citations were directed to be published in Hindustan Times (English) and Hindustan (Hindi), in terms of Companies (Court) Rules, 1959. An affidavit has been filed stating that as directed publication was effected on May 10, 2007. The paper cuttings containing the publication of the said citations were also produced along with the affidavit. 7. Vide order dated April 4, 2006 notices were directed to be issued to the Official Liquidator and the Regional Director (Northern Region). Pursuant to the service of notice a report dated July 9,2007 has been filed by the official liquidator. As per the report information from the petitioner companies was sought vide letter No. OL/TECH/ AMAL/8/1166 dated May 22, 2007. In response to the said letter following information was received: (i) The transferor company was originally incorporated on March 19, 1990 with the Registrar of Companies, Maharashtra at Mumbai vide Company No. 11-124781. The registered office of the transferor company was shifted from State of Maharashtra to National Capital Territory of Delhi by order of Company Law Board, Western Region Bench, Mumbai dated 30th May, 2002 and the same was registered by the Registrar of Companies, NCT of Delhi and Haryana on July 5, 2002. The authorized share capital of transferor company is Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the transferor company is Rs. 1,19,530/- divided into 11,953 equity shares of Rs. 10/- each. (ii) The transferee company HT Media Limited was incorporated on December 3,2002. The authorized share capital of transferee company is Rs. 72,50,00,000/- divided into 5,25,00,000 equity shares of Rs. 10/- each aggregating to Rs.52,50,00,000 and 20,00,000 preference shares of Rs. 10/each aggregating to Rs. 20,00,00,000. The issued, subscribed and paid up share capital of the transferee company is Rs. 66,84,58,410/- divided into 4,68,45,841 equity shares of Rs. 10/- each aggregating to Rs. 46,84,58,410/ - and 20,00,000-1 % non-cumulative redeemable preference shares of Rs. 10/- each aggregating to Rs.52,50,00,000 and 20,00,000 preference shares of Rs. 10/each aggregating to Rs. 20,00,00,000. The issued, subscribed and paid up share capital of the transferee company is Rs. 66,84,58,410/- divided into 4,68,45,841 equity shares of Rs. 10/- each aggregating to Rs. 46,84,58,410/ - and 20,00,000-1 % non-cumulative redeemable preference shares of Rs. 100/each, fully paid up aggregating to Rs. 20,00,00,000/-. 8. The Official Liquidator in response to the notice served upon him has stated that he has looked into the accounts of all the applicant companies as on March 31, 2004, 2005 and 2006. The Official Liquidator has also considered the report of the Chairpersons of the meetings of the equity shareholders and the unsecured creditors of the Transferee Company HT Media Limited, held on March 26, 2007. The Official Liquidator in its report has stated that he has not received any complaint against the scheme of arrangement and demerger from any person/parties interested in the scheme in any manner. 9. The Official Liquidator has also stated that the Transferee Company is a Public Listed Company and its shares are listed on BSE and NSE. Pursuant to Clause 24(f) of the Listing Agreement, copies of the petition were sent to stock exchange and thus, no objection certificate has been obtained from the concerned stock exchange. 10. Pursuant to the service of notice on the Regional Director (Northern Region) a report has been filed in the form of an affidavit of Shri Rakesh Chandra. Relying on Clause 3.1.2 (VI) of Part III of the scheme of arrangement, it is stated that all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services on the sanctioning of the scheme of arrangement. 11. The Regional Director has contended that on perusal of Chairmans report in the meeting of the Transferee Company it was observed that out of 136 shareholders who participated, 3 shareholders entitled together to Rs. 60/- voted against the scheme. 12. In response to the above objection, it has been stated that 112 equity shareholders representing 97.93% in number and almost 100% in value voted in favour of the resolution. The 3 equity shareholders who voted against the scheme of arrangement represented 2.60% in number and almost 0% in value. The scheme, thus, was duly passed in accordance with the provisions of Section 391(2) of the Act. The 3 equity shareholders who voted against the scheme of arrangement represented 2.60% in number and almost 0% in value. The scheme, thus, was duly passed in accordance with the provisions of Section 391(2) of the Act. Considering the facts and circumstances, the objection raised by the Regional Director is rejected. 13. The Regional Director has further contended that the individual assets and liabilities and the values thereof pertaining to De-merged Undertaking of the De-merged Company viz. M/s. Go4i.com (India) Pvt. Ltd. to be transferred to the transferee company viz. M/s. HT Media Ltd. is not mentioned in the scheme. 14. In response to the above objection the petitioner has stated that Clause 1.2.1, Sub-para 4 of the scheme has defined the De-merged undertaking. However, all the details required by the Regional Director including the details of assets and liabilities have been furnished to the office of the Regional Director. It is further submitted that upon the scheme becoming effective and in terms of Clause 5.1 of the scheme the balance sheet of the Transferor Company and Transferee Company shall be re-organized in accordance with the terms of the scheme. Hence, upon sanction of the scheme and prior to issuance of the sanction order in terms of Form 42 of the Companies Court Rules the Transferor Company shall be filing the schedule of properties pertaining to the De-merged undertaking which shall be appended to the sanction order. 15. The Regional Director has filed an additional affidavit confirming that the petitioners companies have furnished the details of individual assets and liabilities and the values thereof pertaining to De-merged Undertaking. 16. The petitioner companies have stated that no proceedings are pending against them under Sections 235 to 251 of the Companies Act, 1956. 17. In view of the averments made in the petition, the material placed on record and the affidavits filed on behalf of the petitioners there is no legal impediment to sanction the scheme of arrangement. Consequently, sanction is hereby granted to the scheme of arrangement under Sections 391 and 394 of the Companies Act, 1956. The Transferee Company will comply with the statutory requirements in accordance with law. Certified copy of this order shall be filed with the Registrar of Companies within five weeks. Consequently, sanction is hereby granted to the scheme of arrangement under Sections 391 and 394 of the Companies Act, 1956. The Transferee Company will comply with the statutory requirements in accordance with law. Certified copy of this order shall be filed with the Registrar of Companies within five weeks. It is clarified that this order will not be construed as an order granting exemption from payment to stamp duty that is payable in accordance with law. 18. Cost of Rs. 20,000/- be paid by the petitioners which will be deposited in the Common Pool of the Official Liquidator. 19. The petitions are disposed of with these directions. Petitions disposed of.