TaxTMI 
TaxTMI 
2022 (4) TMI 658
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....afety, etc. and also acts as a medium to spread the awareness about government campaigns such as Covid-19 awareness program of public interest. 4. The background, circumstances, rationale and benefits of the Scheme are that: 1) MBL is a subsidiary company of Jagran Prakashan Limited ("Promoter/Holding Company/JPL") which holds 73.21% of the equity shares of MBL. JPL is one of the leading media groups in India with interests spanning across print, radio, digital, out of home, and brand activations. JPL is a public limited company and its equity shares are listed on BSE and NSE. JPL has a corporate governance framework that ensures transparency in all its dealings and the functioning of its Management and the Board. JPL enjoys the reputation of being extremely investor-friendly and has been consistent in rewarding its shareholders meaningfully. It has been its philosophy to enrich the shareholders to the extent possible in all the circumstances. It was this reputation that helped MBL close successfully it's initial public offering in 2017 at a premium which was over 32 times of the then face value of Rs. 10 each. 2) The radio industry is undergoing a transformation right now....
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....d applied to BSE and NSE for their "Observation Letter"/"No Objection Letter" to file the Scheme for sanction of the Tribunal by its letter dated October 29, 2020. Both BSE and NSE by its letter dated January 29, 2021 have respectively given their "No Objection Letter" letters to Applicant Company, to file the Scheme with the Tribunal. 7. This Tribunal hereby directs that a meeting of the Equity Shareholders of the Applicant Company be convened and held on June 7, 2022 at 02.00 p.m. for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing and/or other audio visual means, without holding a general meeting requiring the physical presence of shareholders at a common venue, as the same in the current Covid-19 environment mandating social distancing norms shall not be feasible. 8. In view of provisions of Section 230(4) read with Section 108 of the Companies Act, 2013 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Applicant Company proposes to pro....
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.... the Equity Shareholders of Applicant Company shall be as prescribed under Section 103 of the Companies Act, 2013 and would include Equity Shareholders present through video conferencing and/or other audio visual means. In case the required quorum as stated above is not present at the commencement of the meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter the persons present shall be deemed to constitute the quorum. 13. The voting by proxy shall not be permitted as the meeting would be held through video conferencing and/or other audio visual means. However, voting in case of body corporate be permitted, provided the prescribed form/authorization is filed with the Applicant Company at its registered office at Music Broadcast Limited, 5th Floor, RNA Corporate Park, Off. Western Express Highway, Kala Nagar, Bandra (East), Mumbai - 400051 no later than 48 hours before the start of the aforesaid meeting as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 14. The Chairperson appointed for the aforesaid meeting of the Equity Shareholders of the Applicant Company shall have all powers as per the Articles of Asso....
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....dio visual means for the purpose of considering and, if thought fit, approving with or without modifications(s) the proposed arrangement embodied in the Scheme of Demerger of the Demerged Undertaking the Transferor Company into the Transferee Company. 19. This Bench further issued directions with regard to the notices to be issued by Applicant Company as follows:- i. That at least 30 clear days before the said meetings of the unsecured creditors of Applicant Company be held as aforesaid, a notice in the prescribed form CAA.2, convening the said meeting at the place, day, date and time as aforesaid, together with a copy of the Scheme, a copy of a statement disclosing all material facts as required under Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 and the prescribed Form of Proxy in prescribed Form No. MGT-11 as per Rule 19 of the Companies (Management and Administration) Rules, 2014, shall be sent by Registered Post A.D. or by speed post or by courier or by hand delivery or by email to each of the secured creditors and unsecured creditors at their registered or last known addresses or at thei....
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....at the respective Registered Offices of the Applicant Companies as aforesaid, be published once each in 'Financial Express' in English language and the translation thereof in Marathi language in 'Navshakti', both be circulated in Mumbai. iv. That Applicant Company shall also serve notice upon other sectoral regulators as may be applicable to Applicant Company pursuant to section 230 (5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016. If no response is received by the Tribunal from such sectoral regulators within 30 (thirty) days of the date of receipt of notice it will be presumed that such sectoral regulators has no objection to the proposed Scheme. 20. This Bench appoints the Chairperson for the meetings as aforesaid, as follows: i. That Mr. Harnam Singh IAS (Retd.), Address at: Flat No. 22, Ritu Co-Operative Housing Society Ltd., Juhu Versova Link Road, Andheri West, Mumbai-400053, shall be the Chairman, for the above-mentioned meeting of the unsecured creditors of Applicant Company to be held as aforesaid of any adjournments thereof. ii. That the Chairman to file an affidavit not less ....