Sunil Ambwani, J. - (1.) HEARD Shri Sambhu Chopra, learned Counsel for the petitioners. Shri V.K. Kain, the Company Prosecutor appears for the Official Liquidator and has placed on record the representation/affidavit of Shri Dhan Raj, Regional Director, Northern Region, Ministry of Corporate Affairs under Section 394A of the Companies Act, 1956.
(2.) THE confirmation petition seeks approval of the 'Scheme of Demerger' of IBN 7 (demerged undertaking of M/s. Jagran TV Private Ltd.) to be merged with Global Broadcast News Limited (GBN) (General news and entertainment arm of the Network 18 Group). The registered office of the Jagran TV Private Ltd. (the Demerged Company), is situated at 2, Sarvodaya Nagar within the jurisdiction of this Court. The registered office of BK Fincap Private Limited (the Transferor Company) is situate at 601, 6th Floor, Commercial Tower, Hotel Le Meridian, Raisina Road, New Delhi. The IBN18 Broadcast Limited (the Transferee -Company) has its registered office at 601, 6th Floor, Commercial Tower, Hotel Le Meridien, Raisina Road, New Delhi. The Transferor -Company and the Transferee -Company have their registered offices within the jurisdiction of Delhi High Court. It is stated that the petitions for considering the scheme on behalf of the Transferor -Company and the Transferee Company have been filed at Delhi High Court.
(3.) BY order dated 22 -5 -2008 the Court called for the meeting of the equity shareholders, unsecured creditors and secured creditors of the demerged company. The order dated 22 -5 -2008, provided: Heard Sri Sambhu Chopra, learned Counsel appearing for the applicant company. An application under Sections 391 - 393 of the Companies Act, 1956 (hereinafter referred to as "the Act") read with rules 67 and 87 of the Companies (Court) Rules, 1959 has been filed by Jagran T.V. Private Limited, having its registered office at 2, Sarvodaya Nagar, Kanpur (hereinafter referred to as "the applicant company") with a prayer that a meeting of the secured creditors of applicant company be convened under the supervision of this Court for considering and approving the scheme of demerger, as approved by the Board of Directors in its meeting held on 19 -12 -2007. The salient feature of the scheme of demerger is that the applicant company is a subsidiary company of M/s. BK Fincap Private Limited having its Registered Office at 601, 6th Floor, Commercial Tower, Hotel Le Meridian, Raisina Road, New Delhi (hereinafter referred to as "the transferor -company"). The applicant company is engaged in operation of Hindi news channel by the name IBN7 and business of software operation and content development. The transferor -company is engaged in the business of making strategic financial investments in media and other businesses. There is another company, known as ibn18 Broadcast Limited, having its Registered Office at 601, 6th Floor, Commercial Tower, Hotel Le Meridian, Raisina Road, New Delhi (hereinafter referred to as "the transferee -company"). IBN7 News Undertaking is sought to be demerged into the transferee -company as also the merger of the transferor -company in to the transferee -company. The applicant company has sought dispensing of the meeting of equity shareholders and unsecured creditors on the ground that they have given their no objection to the proposed scheme of demergert/arrangement. I have heard Sri Shambhu Chopra, learned Counsel appearing for the applicant company and have considered his submissions regarding dispensing with the meeting of the equity shareholder and unsecured creditors. The scheme of demerger/arrangement is to be supervised by this Court under the provisions of Sections 391 - 394 of the Act. Merely because the equity shareholders and unsecured creditors are few in numbers and have given their no objection, would not be sufficient criteria for dispensing the convening of the meeting under the supervision of the Court. Thus, the prayer for dispensing with the meeting of equity shareholder and unsecured creditors cannot he accepted. Let the meetings of the equity shareholders, unsecured creditors and the secured creditors of the applicant company be held at 11.00 A.M., 12.00 noon and 12.30 P.M. respectively at the registered office of the applicant company on 12 -7 -2008. The notice shall be sent to the shareholders and creditor individually under certificate of posting and enclosing therewith an explanatory statement and form of proxy. The notices shall also be published in daily newspaper Pioneer (English) published from Lucknow and Hindi daily newspaper Dainik Jagran published from Kanpur, giving full details of the meetings, place and time of convening meetings. Sri Dev Kant Pandey (Mobile No. 9415616397) and Sri Ashish Agrawal (Mobile No. 9415348632) are appointed as Chairman and alternate Chairman of the meetings of the equity shareholders and Sri Ashish Agrawal (Mobile No. 9415348632) and Shri Dev Kant Pandey are appointed as Chairman and alternate Chairman of the meeting of the unsecured creditors and Sri Dev Kant Pandey (Mobile No. 9415616397) and Shri Ashish Agrawal (Mobile No. 9415348632) are appointed as Chairman and alternate Chairman of the meetings of the secured creditors of the applicant company. They shall be paid Rs. 30,000 for Chairman and Rs. 20,000 for alternate Chairman for each meeting with an additional amount 20 per cent of their fees as incidental expenses. The applicant company shall make their travel arrangements by taxi and stay at a proper Guest House or Hotel on their request. The notice convening aforesaid meetings shall be sent under the signatures of the Chairman at least 21 clear days before the date appointed for the meetings, along with the scheme of demerger and the statement as required to be furnished pursuant to Section 393 of the Companies Act, 1956 along with prescribed form of proxy, by pre -paid letter posted under certificate of posting, addressed to each of the shareholders/members and creditor of the company at their respective registered or last known address. In addition, at least 21 clear days before the date appointed for the meetings, as aforesaid advertisement convening the said meetings, and stating that copies of the scheme along with copies of the statement required to be sent under Section 393 of the Companies Act, 1956 and that the prescribed form of proxy can be obtained free of charge at the registered office of the applicant company. The quorum of the meetings shall be one for the equity shareholders, five for the unsecured creditors' and two for the secured creditors' meetings. The Court, however, will have discretion to record satisfaction with regard to the majority of shareholders of the applicant company approving the scheme of demerger. The voting by proxy shall be permitted provided that the proxies in the prescribed form duly signed by the person entitled to attend and vote at the meeting and in case of company or an association, by a duly authorized representative of such company/association are lodged with the applicant company at its registered office not later than 48 hours before the meetings. The Chairman shall report to the Court the result of the meetings on or before 14 -7 -2008. The report shall be verified by the affidavits of Chairman. List the matter on 15 -7 -2008.;