Delhi High Court · 2011

Mr. Nidhesh Gupta has also, today in Court, handed over an affidavit on behalf of the petitioner company to the aforesaid effect. Co. Pet. 26512011 (cid:9) (cid:9) Ms. Anubha Rastogi states that in view of the aforesaiki undertaking, she does not wish to press this application any further. Accordingly, the aforesaid undertaking given by Mr. Nidhesh Gupta is accepted by this Court and petitioner company is held bound by the same. 1 With the aforesaid observations, the present application disposed of CO.PET. 265/2011 This petition has been filed under Sections 391 & 394 read wi Sections 78 and 100 to 103 of the Companies Act, 1956 (for 'Act') by the petitioner-company seeking sanction of the Scheme Arrangement (for short 'Scheme') between M/s Infomedia 18 Limi (hereinafter referred to as petitioner company) and M/s Network 18 Media and Investments Limited (hereinafter referred to as resulti company). The registered office of the petitioner company is situated New Delhi, within the jurisdiction of this Court. The petitioner company was incorporated on 3O May, 195 under the provisions of the Indian Companies Act VII of 1913 wi Co. Pet. 26512011 (cid:9) the Registrar of Companies, Bombay with the name styled as 'Commercial Printing Press Limited'. The name of the company was changed to 'Tata Press Limited' on 23rd August, 1966. Thereafter, the name of the company was changed to 'Tata Donnelley Limited' on 12th1 September, 1996. The name of the company was further changed to 'Tata Infomedia Limited' on 28th September, 2000. It was subsequently changed to 'Infomedia India Limited' on 171h February,

2004. Further, the name of the company was changed to its presert name i.e. 'Infomedia 18 Limited' w.e.f 16th September, 2008.

4. (cid:9) The resulting company was incorporated on 16th February, 1 under the provisions of the Act with the Registrar of NCT of Delhi Haryana in the name and styled as 'SGA Finance and Managemert Services Limited'. The name of the company was changed 'Networki 8 Fincap Private Limited' on 12th April, 2006. Pursuant its conversion into a public company the name of the company changed to 'Network 18 Fincap Limited' on 201 October, 2006 was further changed to its present name i.e. 'Networki 8 Media Investments Limited' on 1st December, 2007. -Co. Pet. 26512011 (cid:9) I ~/ The present authorized share capital of the petitioner company is Rs 1,000,000,000/- divided into 100,000,000 equity shares of the face value of Rs 10/- each. The present issued, subscribed and paid up share capital of the petitioner company is Rs 500,296,220/- divided into 50,029,622 equity shares of Rs 10/- each. The present authorized share capital of the resulting company is Rs 5,310,000,000/- divided into 589,000,000 equity shares of the face value of Rs 5/ - each and 1,100,000 preference shares of the value of Rs 100/- each and 10,500,000 preference shares of the value of Rs 200/- each and 15,500,000 preference shares of the value of Rs 10/- each. The present issued share capital of the resulti company is Rs 2,772,523,115/ - divided into 142,646,583 equi shares of the face value of Rs 5/- each and 10,296,451 J Nj shares of the face value of Rs 200/- each. The present share capital of the resulting company is Rs 2,770,108,715/- di into 142,646,583 equity shares of the face value of Rs 5/- each 10,284,379 preference shares of the face value of Rs 200/- each. The present paid up share capital of the resulting company is Rs 2,255,889,765/- divided into 142,646,583 equity shares of the fae Co. Pet. 26512011 Page5ofl5 (cid:9) (cid:9) value of Rs 5/- each and 10,284,379 preference shares of the face value of Rs 1501- each. The copy of the Memorandum and Articles of Association of the petitioner company and the resulting company has been filed on record. The audited balance sheet, as on 31 March, 2010 of the petitioner company and the resulting company has also been filed. A copy of Scheme has been placed on record and the salient features of the Scheme have been incorporated and detailed in tFe petitions and the accOmpanying affidavits. So far as the exchange ratio is concerned, the scheme provids that, upon coming into effect of this Scheme shares will be issued in the following ratio:- • 7 fully paid-up equity shares of Ri 51- each of resultii'g company to be issued for every 50 fully pciid-up equity shares of Rs 10/- each of demerged company, held by the member It has been submitted by the petitioner company and the resulting company that no proceeding under Sections 235 to 251 of the Act is pending against them. Co. Pet. 26512011 (cid:9) / The copies of the resolutions passed by the Board of Directors of the petitioner company and the resulting company approving the Scheme have also been placed on record. The petitioner company had earlier filed CA (M) Nos. 10/20 11 seeking directions of this Court to convene the meeting of the equity shareholders and dispense the convening of the meetings of tFe secured creditors and unsecured creditors. Vide order dated 17th January, 2011, this Court had directed for holding the meetings of equity shareholders, secured creditors and unsecured creditors of the petitioner company. The chairpersons of the said meetings of equity shareholders, secured creditors and unsecured creditors of the petitioner compary have filed their reports stating that the meetings were duly held on 23' February, 2011, as directed, and the Scheme has been approved 41 by the equity shareholders, secured creditors and unsecured creditors of the petitioner company, present and voting, at the meetings. The petitioner company has thereafter filed the present petition seeking sanction of the Scheme. Vide order dated 3rd June, 2011, the notice of the petition was directed to be issued to the Regional Co. Pet. 26512011 (cid:9) Director, Northern Region. Citations were also directed to be published in 'Business Standard' (English) and 'Jansatta' (Hindi) in terms of the Companies (Court) Rules, 1959. Copies of petition was also served on the Registrar of Companies. Affidavit of Service and Publication has been filed by the petitioners showing compliance regarding service of the Petition on the Regional Director, Northein Region and Registrar of Companies, and also regarding publication of citations in the aforesaid newspapers on 1 11h October, 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service.

15. In response to the nOtices issued in the petition, Mr. B. k. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report 22nd September, 2011. Relying on the Clause 14.1 of Section D of the Scheme, he has stated that, all the employees of the petitioner company engaged in publishing undertaking shall become the employees of the resulting company without any break or interruption in their services upon sanctioning of the Scheme by the Court. Co. Pet. 26512011 (cid:9) H (cid:9) ---I 9 The Regional Director, while referring to Para 7.11 of Section- C of the Scheme, regarding amendment of relevant clauses of the Memorandum of Association of the resulting company, has further submitted that the Memorandum of Association of the Company can be changed/altered only after following the procedure prescribe 1d under the relevant provisions of the Act. He, therefore, submitted that the resulting company may be asked to follow the prescribed procedure for altering its Memorandum of Association. In response to the above observations, the petitioner compariy in its affidavit dated 20 th October, 2011, have submitted that the obj eèt clause of the resulting company is proposed to be changed/altered as part of the Scheme and therefore nothing more is required to be done. In this regard reliance is placed on the decision of the Bombay Hih Court in Re. S. S. Miranda Lid, (1994) 80 Comp. Cases 289 (Born.), wherein it has been held as under:- "Section 391 invests the court with powers to approve or sanction a scheme of amalgamationl arrangement which is for the benefit of the company. In doing so, if there are any other things which, for effectuation, require a special procedure to be followed, then the court has powers to sanction them while sanctioning the scheme itself Further, it was also provided that it would not be necessary for the company to resort to other provisions of the Companies Act Co. Pet. 26512011 (cid:9) or to follow other procedures prescribed for bringing about the changes requisite for effectively implementing the scheme which is sanctioned by the court. It was also held that Section 391 is a complete code and it is intended to be in the nature of a "single window clearance" system to ensure that the parties are not put to avoidable, unnecessary and cumbersome procedure of making repeated applications to the court for various other alterations or changes which might be needed effectively, implement the sanctioned scheme whose overall fairness and feasibility has been judged by the court under section 394 of the Act. Considering the matter from all perspectives, I am of the view, that it is permissible for this court to sanction a scheme under section 394 even if the scheme contemplates a consequential alteration in the objects clause of the memorandum of association of the company." Further, learned senior counsel also placed reliance upon decision of this Court in Re: Television Eighteen India Limited C.P. No. 41 of 2011 decided on 261h April, 2011, wherein si stand was taken. Considering the matter from all perspectives, I am of the view, that it is permissible for this Court to sanction a scheme under sectid 394 even if the scheme contemplates a consequential alteration in objects clause of the memorandum of association of the company. In view of the same, the observation made by the Regi Director does not survive. Co.Pet. 26512011 (cid:9) PagelOofi 7 The Regional Director, while referring to Para 21 of Section D of the Scheme, regarding the change in the name of the petitioner company, has further submitted that the name of a company can be changed/ altered only after following the procedure prescribed under - the relevant provisions of the Act. He, therefore, submitted that this aspect be considered by this Court. In response to the above observations, the petitioner company in its affidavit dated 20th October, 2011, has submitted that it has been held in catena of judgments that Section 391!394 are complete code in itself and all changes can be done as part of the Scheme. Further, they have submitted that under the Scheme it is proposed to change the name of the petitioner company to "Infomedia Press Limited" to reflect the nature of its business. In this regard, reliance is placed on the decision of the High Court of Kamataka in "Mysore Cements Limited" in C.P. No. 86 of 2008, decided on 8111 January, 2009 wherein it has been observed that "the majority of the shareholders of the petitioner company have given their approval to the scheme including change in name and in the absence of there being any objection with regard to change in name, it is unnecessary to once Co. Pet. 26512011 (cid:9) (cid:9) (cid:9) again file an application under section 21 of the Act by the petitioner." Reliance is also placed on the decision of this Court in Re Television Eighteen India Limited (supra) wherein similar stand was 4 taken. Hence, the petitioner company in the instant case is directed to file necessary forms as prescribed in law with the office of the Registrar of Companies to place on record the changes with regard to name of the company. In view of the same, the observation made by the Regional Director does not survive. The Regional Director has further submitted that the petitionr company has intimated that certain charges are proposed to b transferred from the petitioner company to the resulting company. He has further stated that the name of a company cannot be substituted in the charge documents as such for satisfaction of charge, the company is required to file Form No. 17. He, therefore, prayed that th petitioner company may be asked to comply with the relevant Co. Pet. 26512011 (cid:9) (cid:9) 2 provisions of the Act for satisfaction and creation of charge in petitioner company and the resulting company respectively. In response to the above observation, the petitioner company, in the affidavit dated 20th October, 2011, has submitted that they will comply with the relevant procedure for modification/ substitution of charges in the petitioner company and creation of fresh charge in the name of the resulting company. The undertaking given by the petitioner company is accepted and they shall remain bound by the same. In view of the undertaking given, the observation made by th 1e Regional Director does not survive. 1\'lr. Nidhesh Gupta, learned senior counsel for the petitioner company has today in Court handed over an affidavit executed by Mr. Anil Srivastava, authorised signatory of petitioner company stating that pursuant to the publication of citations in newspaper, except objections filed by the Infomedia Employees Union, no objection to the Scheme has been received by petitioner company or its counsel. The same is taken on record. It is pertinent to mention that the objections of Infomedia Employees Union has already been disposed by the order passed Co. Pet. 26512011 (cid:9) ~6' 7 today in CA 233 1/201 1 recording the petitioner company's undertaking that the service conditions of the employees of Printing Division of petitioner company shall not be adversely altered dnd , there shall be no retrenchment or lay off of said employees or closure 4 (cid:9) of Printing Division pursuant to the Scheme. The aforesaid undertaking of the petitioner company has been accepted by this Court and the petitioner company is held bound by the same. It is directed that the said undertaking shall form part of the present Scheme. In view of the approval accorded by the shareholders and creditors of the petitioner company and representation/reports filed by the Regional Director, Northern Region to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 391 and 394 of the Act. The petitioner company will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within thirty days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, all properties, rights and powers of Co. Pet. 26512011 (cid:9) H 1 (cid:9) the 'Demerged Undertaking' of the petitioner company be transferred to and vest in the resulting company without any further act or deed. Similarly, all the liabilities and duties of the 'Demerged Undertaking' of the petitioner company be transferred to the resulting corn without any further act or deed. It is, however, clarified that this will not be construed as an order granting exemption from payment stamp duty or any other charges, if payable in accordance with law; or permission/compliance with any other requirement which be specifically required under any law. Learned senior counsel for the petitioner states that petitioner company would voluntarily deposit a sum of Rs. 1,OO,OOO- with the Common Pool fund of the Official Liquidator within weeks from today. The said statement is accepted. The petition is allowed in the above terms. Order dasti. NOVEMBER 22, 2011 m MAN Co. Pet. 26512011 (cid:9) V $- * + IN THE HIGH COURT OF DELHI AT NEW DELHI #6 CO.PET. 265/2011 IN THE MATTER OF MIS. INFOMEDIA 18 LTD. Through Petitioner Mr. Nidhesh Gupta, Senior Advocate with Mr. Tarun Gupta, Advocate for petitioner-company. Mr. K.S. Pradhan, Dy. ROC for Regional Director (NR). Ms. Anubha Rastogi, Advocate for Workmen of Printing Division of Infomedia 18 Employees' Union. CORAM: HON'BLE MR. JUSTICE MANMOHAN % ORDER 03.05.2012 CO. APPL. 634/2012 Present application has been filed seeking amendmeitI rectification of the ordei dated 27th November, 2011 so as to include the revised schedule of the properties of petitioner-company, M/s. Infomedia 18 Ltd. annexed as Annexure C to the present application. By this application the applicant has also sought extension of time in filing the order passed by this Court on 27" November, 2011 with the Registrar of Companies within fifteen days of the FIPB approval. (cid:9) Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for the Registrar of Companies state that he has no objection to the present application being allowed by this Court. Mrs. Anubha Rastogi, learned counsel for the applicant! workmen of the Printing Division of the petitioner-company states that by virtue of the Demerger, the rights and interest of the workmei would be adversely affected. Having heard the parties this Court is of the opinion that issue of adverse impact on the workmen has already been considered this Court while sanctioning the Scheme of Arrangement. By present application, the applicant is seeking to retain the Prin Press asset with the Printing Division of the petitioner-company. the opinion of this Court, the retention of the said asset by the Printing Division of petitioner-company would only benefit the employe!es of the Printing Division that means the clients of Mrs. Anubha Rastogi. Consequently, present application is allowed and the revised schedule of the property of MIs. Infomedia 18 Ltd. annexed as Annexure C to the present application is taken on record. The time for filing the order passed by this Court with the Registrar of Companies is extended for a period of fifteen days from today. Accordingly, the order dated 22nd November, 2011 stands amended to the aforesaid extent. With the aforesaid observations, present application stands disposed of Order dasti. MAY 039 2012 m It (cid:9) - / (cid:9) A MANMOItAN, J V 15 $ * IN THE HIGH COURT OF DELHI AT NEW DELHI + (cid:9) CO.PET. 265/2011 IN THE MATTER OF MIS. INFOMEDIA 18 LTD (cid:9) Petitioner Through: Mr. Saurabh Kalia, Advocate with Mr. Sameer Chaudhary and Mr. Harshit Aggarwal, Advocates for applicant- petitioner. Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director (Northern Region). Ms. Svetlana Loveya, Advocate for Workmen Union. •c CORAM: HON'BLE MR. JUSTICE MANMOHAN % (cid:9) ni ii 22.05.2012 Co. Appi. 1066/2012 in Co. Pet. 265/2011 Present application has been filed seeking rectification of order dated 03rd May, 2012. It is stated in the application that due to typographical error, initial order sanctioning the Scheme has been mentioned as 2 November, 2011 instead of 22nd November, 2011. Keeping in view the aforesaid averments, present application allowed and order dated 03 1(1 May, 2012 shall now read as under:- C "CO. APPL. 63412012 Present application has been filed seeking amendment/ rectification of the order dated 22izd November, 2011 so as to include the revised schedule of the properties of petitioner-company, M/s. Infomedia 18 Ltd. annexed as Annexure C to the present application. By this application the applicant has also sought extension of time in filing the order passed by this Court on 22nd November, 2011 with the Registrar of Companies within fifteen days of the FIPB approval. Mr. KS. Pradhan, Deputy Registrar of Companies appearing for the Registrar of Companies state that he has no objection to the present application being allowed by this Court. Mrs. Anubha Rastogi, learned counsel for the applicant/ workmen of the Printing Division of the petitioner-company states that by virtue of the Demerger, the rights and interest of the workmen would be adversely affected. Having heard the parties this Court is of the opinion that issue of adverse impact on the workmen has already been considered by this Court while sanctioning the Scheme ofArrangement. By the present application, the applicant is seeking to retain the Printing Press asset with the Printing Division of the petitioner-company. In the opinion of this Court, the retention of the said asset by the Printing Division of petitioner-company would only benefit the employees of the Printing Division that means the clients of Mrs. Anubha Rastogi. Consequently, present application is allowed and the revised schedule of the property of M/s. Infomedia 18 Ltd. annexed as Annexure C to the present application is taken on record. The time for filing the order passed by this Court with the Registrar of Companies is extended for a period of fifteen days from today. Accordingly, the order dated 22nd November, 2011 stands amended to the aforesaid extent. With the aforesaid observations, present application stands disposed of Order dasti." The time for filing the order passed by this Court with the Registrar of Companies is extended for a further period of fifteen days from today. Accordingly, the application stands disposed of. 'I MAY 22 9 2012 MAN OHAN, J