Disposed

Zee Media Corporation Limited v. Zee Media Corporationlimited

Bombay HC19 Oct 2013CSD/694/2013

Case brief

AI extract

What is this about?

The High Court of Judicature at Bombay, on a Summons for Direction, directed the applicant company to convene a meeting of equity shareholders to consider a scheme of amalgamation with Essel Publishers Private Limited and issued specific directions regarding notice publication, quorum, and reporting.

What did the court decide?

Direction to convene a meeting of equity shareholders to approve the amalgamation scheme; specific instructions on notices and creditor meetings.

Zee Media Corporation Limited Vs Zee Media… — Company and Corporate | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO. 694 OF 2013

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In the matter of the Companies Act, 1956 (1 of 1956);

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And

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In the matter of Sections 391 of the Companies Act, 1956;

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And

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In the matter of Scheme of Amalgamation of Essel Publishers Private Limited(Transferor Company)

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with

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Zee Media Corporation Limited(Transferee Company )

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And

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their respective shareholders and creditors

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ZEE MEDIA CORPORATION ) LIMITED, a company incorporated ) under the provisions of the Companies ) Act, 1956 and having its registered ) office at Continental Building, 135, Dr. ) Annie Besant Road, Worli, Mumbai – ) 400 018,Maharashtra. )……..Applicant Company

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Called Summons for Direction

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Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate, for Applicant

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Coram: N. M. Jamdar, J.

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Date: 19^th October, 2013

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MINUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23^rd day of September , 2013, of Mr.Pushpal Sanghavi, Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:

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THAT the meeting of the Equity Shareholders ofthe Applicant Company be convened and held at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018, on Thursday, 21^st day of November, 2013 at 10.30a.m.for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Essel Publishers Private Limited with Zee Media Corporation Limited and their respective shareholders and creditors.

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THAT at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place, date and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 (‘the Act’) and the Form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its Advocates, shall be published in two local newspaper i.e. ‘Free Press Journal’ in English and translation thereof in ‘Navshakti’ in Marathi, both circulated at Mumbai.

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Publication of Notice of Meeting of the Equity Shareholders in the Government Gazette is dispensed with.

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THAT, in addition, at least 21 clear days before the said Meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place, date and time aforesaid, together with a copy of the Scheme, a copy of the Explanatory Statement required to be sent under Section 393 of the Act and the prescribed form of Proxy, shall be sent by Registered Post or by hand delivery or by Air Mail to each of the Equity Shareholders at their respective registered or last known addresses or by e- mail registered by shareholders with the Applicant Company.

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THAT the settling and approving of the Form of Advertisement, Form of Proxy, the Form of Notice, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice to be issued to the Equity Shareholders by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes with respect to the meeting of Equity Shareholders to:

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a) issue Notice convening meeting as per Form No. 36 (Rule 73)

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b) issue Explanatory Statement containing all the particulars as per Section 393 of the Companies Act, 1956, if need be;

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c) issue Form of Proxy as per Form No. 37 (Rule 73) and

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d) advertise the Notice convening meeting as per Form No. 38 (Rule 74)

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The said undertaking is accepted.

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THAT Mr. Subhash Chandra, Non-Executive Chairman of the Applicant Company, and failing him, Mr. Alok Agarwal, Whole-time Director of the

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Applicant Company, and failing him, Mr.SurjitBanga, Director of the Applicant Company shall be the Chairman of the aforesaid meeting of the Equity Shareholders to be held at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018, on Thursday,21^st day of November, 2013 at 10.30 a.m. or any adjournment or adjournments thereof.

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THAT the Chairman appointed for the aforesaid Meeting to issue the advertisement and send the notices of the Meeting referred to above. He shall have all powers under the Companies (Court) Rules, 1959 in relation to the conduct of the meetings including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s).

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THAT the quorum for the aforesaid meeting of the Equity Shareholders shall be Five (5) Equity Shareholders of the Company present in person.

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THAT voting by proxy or authorised representative in case of body corporate be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra, not later than, 48 hours before the aforesaid meeting as required under rule 70 of Companies (Court) Rules, 1959.

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THAT the value and number of the shares of each member shall be in accordance with the books/ register of the Applicant Company or depository records and where the entries in the books/ register / depository records are disputed, the Chairman of the Meeting shall determine the

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value for the purpose of the aforesaid meeting and his decision in that behalf would be final.

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THAT the Chairman to file an affidavit not less than seven days before the date fixed for the holding of the meeting and do report this Court that the direction regarding the issue of notices and the advertisement have been duly complied with.

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THAT the Chairman of the aforesaid Meeting do report to this Court, the result of the aforesaid meeting within thirty days of the conclusion of the meeting, and the said report shall be verified by his Affidavit.

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THAT the convening and holding the meeting of the Secured Creditors of Zee Media Corporation Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Essel Publishers Private Limited, the Transferor Company with Zee Media Corporation Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 15 of the Affidavit in support of the Summons for Direction inter alia stating that as far as rights of the Secured Creditors of the Applicant Company are concerned, they will not be affected by the proposed Scheme of Amalgamation since post Scheme, the assets of the Applicant Company will be sufficient to discharge this liability and that the Applicant Company undertakes to issue an individual notice of hearing of the Petition by R.P.A.D upon all its Secured Creditors and also to publish the same in two local newspapers i.e. “Free Press Journal”, in

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English language and translation thereof “Navshakti”, in Marathi language both circulated in Mumbai. The said undertaking is accepted.

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THATconvening and holding the meeting of the Unsecured Creditors of Zee Media Corporation Limited, the Applicant Companyfor the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Essel Publishers Private Limited, the Transferor Company with Zee Media Corporation Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 16 of the affidavit in support of the Summons for Direction interalia stating that as far as rights of Unsecured Creditors of the Applicant Company are concerned, they will not be affected by the proposed Scheme of Amalgamation since post Scheme, the assets of the Applicant Company will be sufficient to discharge this liability and there is no reduction in amounts payable to the creditors and that the Applicant Company undertakes to issue an individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors having an outstanding balance of Rupees ( Twenty Five Lakhs ) and above and also to publish the same in two local newspapers i.e. “Free Press Journal”, in English language and translation thereof in “Navshakti”, in Marathi language both circulated in Mumbai. The said undertaking is accepted.

Zee Media Corporation Limited v. Zee Media Corporationlimited

Case brief

What is this about?

What did the court decide?

Zee Media Corporation Limited v. Zee Media Corporationlimited

Case brief

What is this about?

What did the court decide?

What the court decided

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