Delhi High Court · 2010

Through Mr. P.D. Tyagi, Ms. Mohna M. Lal, Advocates. CORAM: HON’BLE MR. JUSTICE SANJIV KHANNA % O R A L This application under Sections 391 to 394 read with Sections 100- 104 of the Companies Act, 1956 (Act for short) has been filed by Firefly e-Ventures Limited (Transferor Company for short) in respect of the scheme of arrangement and restructuring between the transferor company and HT Media Limited (Transferee Company for short). Copy of the scheme has been enclosed as annexure-P1 to this application.

Registered office of the transferor company is situated within the National Capital Territory of Delhi. Along with the application copy of the Articles and Memorandum of Association and the latest audited balance sheet of the transferor company has been placed on record. Resolution passed by the Board of Directors of the transferor company approving the proposed scheme of arrangement and restructuring has also been placed on record. In the application details with regard to the date of incorporation of the transferor company, their authorized, subscribed, issued and paid up share capital have been stated. It is stated in the application that no proceedings under Sections 235 to 251 of the Act are pending against the transferor and transferee company.

The transferor company has 7 shareholders as per the list given at page 79 of the application. M/s. HT Digital Media Holdings Limited, which is a subsidiary of the transferee company, holds 99.99% of the equity shares in the transferor company. The balance 6 shares are held by 6 different individuals. Along with the application, consent letters/no objection certificates given by the shareholders of the transferor company have been enclosed at pages 428 to 435 of the application.

The transferor company does not have any secured creditor as per the statement made in paragraph 35 (page 27) of the application.

In view of the consent letters/no objection certificates given by the shareholders of the transferor company, the need and requirement to convene and hold meeting of the shareholders of the transferor company is dispensed with. Transferor company does not have any secured creditor, therefore, there is no need to convene and hold meeting of the secured creditors of the transferor company.

The transferor company has 140 unsecured creditors as per the list at page 436 (learned counsel for the transferor company has corrected the typographical errors in page 436 and the said corrections have been signed in today’s date). The list of unsecured creditors as on 30th November, 2010 has been filed at pages 436 to 445. An amount of more than Rs.91 crores is due and payable to these 140 unsecured creditors. Along with the application, the transferor company has enclosed consent letters/no objection certificates from 14 secured creditors, representing 99.91% in the value terms of the total amount due and payable by the transferor company to the secured creditors. It is stated in the application that the transferor company undertakes to pay the debt due and payable to the unsecured creditors within 7 days on receipt of demand from the concerned unsecured creditor. During the course of hearing, it is pointed out that some of the unsecured creditors of the transferor company will become unsecured creditors of the transferee company. Learned counsel for the transferor company states that they have no objection in case meeting of the unsecured creditors of the transferor company is convened to consider and vote on the scheme of arrangement and restructuring.

In view of the aforesaid, meeting of the unsecured creditors of the transferor company will be held on 2nd February, 2011 at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi at 11 am. The coram of the meeting will be 25% of the unsecured creditors in number terms representing at least 50% in value terms of the total amount due and payable by the transferor company to the secured creditors. In case the requisite coram is not present in the meeting, the meeting will be adjourned for half an hour and thereafter coram present in the meeting will be treated as the requisite coram. Voting by proxy along with authority letter will be permitted.

Ms. Manisha Tyagi (Mobile No.[REDACTED]) and Mr. Chander Shekhar Patney (Mobile No.[REDACTED]) Advocates, who are present in the Court, are appointed as chairperson and alternate chairperson respectively for meeting of the unsecured creditors of the transferor company. Notices to the unsecured creditors will be sent under certificate of posting (UPC) in the presence of the chairman and alternate chairman or their representatives. The chairperson and alternate chairperson will file their affidavit to this effect in the Court along with report. Notice of holding of the said meeting will be also published in the newspapers ‘Hindustan Times’ (English) and ‘Hindustan’ (Hindi). Report will be filed within 2 weeks after meeting is held.