TMI Blog2008 (9) TMI 568X X X X Extracts X X X X X X X X Extracts X X X X ..... t of assets and liabilities of the demerged company will be made part of the scheme. - CO. PETITION NO. 24 OF 2008 CO. APPLICATION (M) NO. 13 OF 2008 - - - Dated:- 23-9-2008 - SUNIL AMBWANI, J. Sambhu Chopra for the Petitioner. V.K. Kain for the Official Liquidator. ORDER 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). 3. 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 Del ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 to 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 n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o 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." 5. The notices were sent to the shareholders and creditors. The reports of the Chairmen have been placed on record. Mr. Dev Kant Pandey, Chairman of the shareholders meeting has filed his affidavit stating that the meeting of the equity shareholders was duly convened on 12-7-2008 at registered office of the company. It is reported that there are only two shareholders of the petitioner company and that quorum was fixed as one member. Both the shareholders were present representing 1,34,58,950 equity shares. Both the shareholders were companies and as such they were represented by the authorised representative holding proxies. Both the shareholders passed the resolution approving the scheme without any dissent. The meeting of the unsecured creditors was a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Accounting Treatment in respect of Scheme of Amalgamation, but there is no mention whether the Petitioner Companies have complied with the Accounting Standard-14 issued by the Institute of Chartered Accountants of India. It is submitted that the Petitioner Company may be asked to furnish an undertaking that they shall comply with the accounting treatment as prescribed under Accounting Standard-14 i.e., Accounting for Amalgamation issued by the Institute of Chartered Accountants of India." 9. Shri Sambhu Chopra, learned counsel for the petitioners has filed an affidavit giving details of the assets of the demerged company, which are to be transferred. These details were also furnished before the Regional Director. By a letter dated 12-9-2008, the Joint Director (Inspections) for the Regional Director, Northern Region has communicated to the Official Liquidator that details of assets and liabilities were submitted by the petitioner company in the process of correspondence with the companies. With regard to Accounting Standard-14 it is stated that it is applicable to "Accounting for Amalgamation" by the Institute of Chartered Accountants of India. In the present case the sch ..... X X X X Extracts X X X X X X X X Extracts X X X X
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