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TMI Blog2022 (4) TMI 658X X X X Extracts X X X X X X X X Extracts X X X X ..... ant submits that Applicant Company is inter alia engaged in operating FM radio stations across India under the brand of Radio City It is India's first and leading FM Radio Station which started its operations in India in the year 2001. MBL currently has 39 stations. The Applicant Company over the years, has consistently come up with tools and initiatives to raise social awareness over a spectrum of issues including but not limited to Women Empowerment, Voter Awareness, Road Safety, 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 Managemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company and it's Shareholders. 6. The Counsel for the Applicant Company further submits that the shares of Applicant Company are listed on BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ). Pursuant to the Securities Exchange Board of India ( SEBI ) circular CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time ( SEBI Circular ) read with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( LODR Regulations ), Applicant Company had 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 requir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ering the lockdown prevailing due to COVID-19 pandemic, the Applicant Company will have the option to publish notices online in the respective e-newspaper editions. 11. 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 [Mobile No: 09930063941], shall be the Chairman of the aforesaid meeting of the Equity Shareholders of the Applicant Company with remuneration fixed at ₹ 3,00,000/-. 12. The quorum for the aforesaid meeting of 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 pres ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o notice or meeting of the unsecured creditor is required to be convened. The Counsel for the Applicant Company further submitted that the Applicant Company does not have any Secured Creditors and in so far as unsecured creditors are concerned, there are 111 Unsecured Creditors of ₹ 9,88,19,116/- in value. 18. This Bench directs conduct of the meetings of the unsecured creditors of Applicant Company as follows:- a. That the meeting of the unsecured creditors of Applicant Company be convened and held through video conferencing and/or other audio 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unsecured creditors of Applicant Company to be held as aforesaid, an advertisement in prescribed Form No. CAA.2 as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, convening the said meetings indicating the place, day, date and time as aforesaid, stating that copies of the Scheme and the statement required to be furnished pursuant to Section 230(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and that the form of proxy can be obtained for free of charge 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ostal Ballot also. vii. That the voting at the meeting of the unsecured creditors of the Applicant Companies, as the case may be, on all resolutions to take place by poll. viii. That the list of unsecured creditors with the value of the amount due to each of them, shall be in accordance with the books/register of Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. ix. That the Chairman to report to this Tribunal, the result of the aforesaid meetings within 7 days of the conclusion of the meetings of Applicant Company and the said report shall be verified by the respective Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 21. That the scrutinizer for the aforesaid meetings of Applicant Company shall be C.A. Avinash Jagdish Purohit, Address At: Office No. 51, 5th Floor, 'D' Wing, Rahul Complex, Paud Road, Kothrud, Pune, Ma-harashtra-411038 [Mobile No: 07588053127], with remuneration fixed at ₹ 1,50,000/-. 22. The Applicant Company pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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