Living Media Inida Limited & Anr

Order Dasti

INDERMEET KAUR, J NOVEMBER 05, 2012 nandan

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:05.11.2012 COMPANY APPLICATION (M) NO. 172 OF 2012 IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956) IN THE MATTER OF LIVING MEDIA INDIA LIMITED …APPLICANT/TRANSFEROR COMPANY AND THOMSON PRESS (INDIA) LIMITED …APPLICANT/ TRANSFEREE COMPANY Through: Mr. Anirudh Das and Mr. Rohan Dheman, Advocates for the Applicant Companies INDERMEET KAUR, J.(Oral) 1. This is a first motion joint application under sections 391-394 of the Companies Act, 1956, in connection with a Scheme of Arrangement between Limited Media India Limited and Thomson Press (India) Limited. A copy of the proposed Scheme of Arrangement is filed along with the Application. 2. The registered offices of the Applicant/Transferor Company and the Applicant/Transferee Company are situated within the National Capital Territory of Delhi and are within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of the Applicant/Transferor Company and Applicant/Transferee Company, their authorized, issued, subscribed and paid up capital have been given in the Application. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year 2011-2012 of the Applicant/Transferor Company and year ending 31st March 2012 of the Applicant/Transferee Company have been enclosed with the Application. 5. Learned Counsel for the Applicant Companies submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against any of the Applicant Companies as on date of the present Application. 6. The proposed Scheme has been approved by the Board of Directors of both the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application. 7. The status of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Companies and the consents obtained by them for the proposed Scheme is clearly apparent from the chart given below: Name of the Company Nos. of Equity Share- holders Consent Given Nos. of Secured Creditors Consent Given Nos. of Unsecured Creditors Consent Given Page No. Page No. Page No. Page No. Page No. Page No. Applicant/ Transferor Company N.A. as meeting is being convened N.A. as meeting is being convened N.A. as meeting is being convened - 214-216 - 217-280 - Applicant/ Transferee Company All N.A. as meeting is being convened N.A. as meeting is being convened 282-299 300-302 - 303-321 - 8. The Applicant/Transferor Company seeks convening of meeting of the equity shareholders, secured creditors and unsecured creditors to be held under the supervision of this Court to consider the Scheme. Consequently, I direct that a meeting of the equity shareholders of the Applicant/Transferor Company shall be held on 15 December 2012 at 10.00 AM at The Connaught Hotel, 37, Shaheed Bhagat Singh Marg, New Delhi-110001. I further direct that the meeting of the Secured Creditors of the Applicant/Transferor Company shall be held on 15 December 2012 at 11.00 AM at The Connaught Hotel, 37, Shaheed Bhagat Singh Marg, New Delhi-110001. I further direct that the meeting of the Unsecured Creditors of the Applicant/Transferor Company shall be held on 15 December 2012 at 12 Noon at The Connaught Hotel, 37, Shaheed Bhagat Singh Marg, New Delhi-110001. 9. In view of the written consents/NOC given by all the shareholders of the Applicant/Transferee Company, the requirement of convening the meeting of equity shareholders of the Applicant/Transferee Company is dispensed with. 10. The Applicant/Transferee Company seeks convening of the meetings of Secured Creditors and Unsecured Creditors to be held under the supervision of this Court to consider the Scheme. Consequently, I direct that a meeting of Secured Creditors of the Applicant/Transferee Company shall be held on 15 December 2012 at 2.00 PM at The Connaught Hotel, 37, Shaheed Bhagat Singh Marg, New Delhi-110001. I further direct that the meeting of the Unse