- (1.) This petition was originally preferred by the petitioner under the provisions of Section 391 of the Companies Act, 1956 (1956 Act) for sanction and approval of a Scheme of Arrangement (hereinafter for brevity referred to as the "Scheme") as contemplated between the equity shareholders and creditors of the petitioner company before the Hon'ble High Court of Delhi at New Delhi. Some of the salient features of the Scheme annexed along with the petition as Annexure 10 are given as hereunder:- Clause 1: 1.1 This Scheme of Arrangement is prepared and presented under Section 391 read with Section 100 to 104 of the Companies act, 1956 and other applicable provisions of the Act by M/s. RS Live Media Private Limited ("the company") inter alia entering into a scheme of arrangement with its equity shareholders for purchase of 60,00,000 of its own equity shares of Rs. 1 each (fully paid up) by the company for an agreed consideration of Rs. 15,00,00,000 (Rs. Fifteen Crores only) at Rs. 22.50 per share, thus resulting in the cancellation of the corresponding 60,00,000 equity shares ("the Scheme or "Scheme"). Clause 11: 11.2 Upon the coming into effect of this scheme 60,00,000 (sixty lacs) shares of the company as proposed to be bought back pursuant to the scheme would stand cancelled, and the paid up capital of the company will be written off by Rs. 60,00,000/- (sixty lacs only). 11.3 The amount of consideration i.e. the value paid to the shareholders in respect to the buy-back of shares shall be adjusted against the paid up share capital of the company to the extent of the share capital being reduced. 11.4 The amount of consideration over and above the par value of the share capital shall be first adjusted against the share premium account of the company and balance, if any, would be adjusted against the credit balance outstanding in the profit and loss account.
(2.) Further in clause 6 of the Scheme the effect of the above purchase of shares as contemplated under the Scheme in relation to its capital structure, prior to, and after buy back, has been given which are extracted hereunder: Clause 6: The paid up Share Capital of the Company as on March 31, 2016 is as under: Subsequent to March 31, 2016 the Company is in the process of buying back 60,00,000 equity shares. 60,00,000 (Sixty lacs) equity shares of Rs. 1 each fully paid up would be bought back by the company, from the all the shareholders in proportion to their existing shareholding. Pursuant to such buyback, the share capital structure of the Company would be as under:
(3.) As per the Scheme, the 'Appointed Date' shall be the date on which the Board of Directors of the company decide to buy-back the shares pursuant to the order of the High court approving the scheme and shall not be less than 30 days of the Effective Date or any such date as may be decided by Court and the 'Effective Date' means the date on which the certified copies of the order(s) of the Court sanctioning the Scheme approved by the court is filed with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi. Any reference in the Scheme to "upon the Scheme becoming effective" or "effectiveness of the scheme" shall mean with respect to the "effective date". In clause 20 of the Scheme, the Scheme is made conditional upon and subject to the following, namely: CLAUSE 20: 20.1 The Scheme is conditional upon and subject to: 20.1.1. Approval of the Majority The approval of, and agreement to the scheme by the requisite majority of the members and creditors of the company if required and as may be directed by the court on the application made for directions under sections 391 of the Act for calling meeting and necessary resolutions being passed under the Act. 20.1.2. Sanction of the Court The sanctions and necessary orders under the provisions of Sections 391 read with Sections 100 to 104 of the Act, being obtained by the company from court. 20.1.3. Filing of Court Order and Scheme with the Registrar of Companies, Delhi and Haryana at New Delhi Certified copy of the order of the Court sanctioning this Scheme along with the scheme as approved by the Court being filed with the Registrar of Companies, National Territory of Delhi and Haryana by the company. 20.1.4 Approval of the Central Government or any other authority The requisite sanction, consent or approval of the government or regulatory authorities which by law may be necessary for the implementation of the scheme.;