TaxTMI 
TaxTMI 
2008 (9) TMI 568
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....rmation 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 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 t....
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....BN7 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 dem....
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....tings 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 meeting....
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....tered 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 equi....
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....affidavit annexing the newspapers advertising the petition on 22-8-2008 both in 'Pioneer' (English) published from Lucknow and 'Dainik Jagran' (Hindi) published from Kanpur has been placed on record. 8. The Regional Director, Northern Region, Ministry of Corporate Affairs, Noida in his affidavit has made following comments on the scheme :- "That the Deponent further craves leave to submit that the individual assets and liabilities and the values thereof pertaining to "IBN7 News Undertakings" of the Demerged Company viz., M/s. Jagran TV Pvt. Ltd. to be transferred in the Transferee Company/Resulting Company viz., M/s. ibn 18 Broadcast Ltd. are not mentioned in the Scheme. Since Shareholders and Creditors of the Companies have approved ....
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....g for Amalgamation" by the Institute of Chartered Accountants of India. In the present case the scheme does not provide for amalgamation. Shri Sambhu Chopra has also brought on record the order of the Delhi High Court dated 15-9-2008 confirming the Company Petition No. 201 of 2008 filed by Transferor and Transferee-Company approving the same scheme of arrangement. 10. The scheme provides for strengthening the business and commercial potential and other synergies of consolidated entity. The shareholders and the creditors have considered it fit and proper to consolidate the business under a single entity approved by them. The scheme provides that upon coming into effect of the scheme and in consideration of the demerger of the IBN7 News Un....