IN RE Vs. DEN NETWORKS LIMITED AND ORS

JUDGEMENT

(1.) This is an application which is jointly filed by the applicant companies herein, namely Den Networks Limited (for brevity "Transferor Company") and Skynet Cable Network Private Limited (for brevity " Resulting Company/Transferee Company") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Demerger (hereinafter referred to as the "SCHEME") proposed between the applicants and the said Scheme is also annexed as Annexure "P-1" to the application. The applicants above named have preferred the instant joint application for the following purpose as evident from the notice of admission circulated by the applicants:-

(2.) An Affidavit in support of the above joint application sworn for Transferor Company by one Mr. Jatin Mahajan and for Transferee Company by one Mr. K. Hari Govind, being the Company Secretary has also been filed along with the application. Mr. Deepak Diwan, Counsel for the joint applicants took us through the averments made in the application as well as the typed set of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that a joint application as filed by the applicants are maintainable in view of Rule 3(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 and it is also represented that the registered office of both the applicant companies are situated within the territorial jurisdiction of this Tribunal and falling within Registrar of Companies, NCT, New Delhi. In relation to Den Networks Limited being the Transferor Company in the Scheme marked as Annexure - "P1", Learned Counsel represents that the said company is a listed company, presently listed on BSE Ltd. and National Stock Exchange of India Ltd. having 11118 shareholders as on 23.12.2016. It is further represented by the counsel for Applicants that the Applicant No. 1/Transferor Company as on 27th December, 2016 has 6 Secured Creditors amounting in aggregate to Rs. 4,15,25,000/- owed and 1227 Unsecured Creditors amounting in aggregate to Rs. 4,45,20,99,159/- owed as on 15th December, 2016. In relation to the shareholders, creditors both secured and unsecured, the Applicant No. 1/Transferor for the purpose of obtaining their approval to the proposed Scheme of Arrangement is required to convene, hold and conduct meetings of them for which directions are being sought vide this application. However, in relation to the unsecured creditors of the company to whom the Transferor company owes less than Rs. 500,000 and who constitute less than 1.72% in value of total amount owed to unsecured creditors, the details of which have also been filed, it is represented that in view of their small percentages in comparison to the total value owed to other unsecured creditors, individual notices to the unsecured creditors to whom the Transferor Company owes less than Rs. 500,000 may be dispensed.

(3.) In relation to the Resulting/Transferee Company is concerned, the learned counsel for the applicants represent that the company is incorporated as a private limited company and is a wholly owned subsidiary of the Transferor Company having no secured creditor and only one unsecured creditor from whom consent for the scheme as well as for dispensing with the meeting has been obtained and in the circumstances, the requirement of convening the meeting of shareholders and unsecured creditors respectively of the Transferee Company may be dispensed with.