HT Music Entertainment Company Limited v. Noble Broadcasting Corporation Private Limited

1. This is a first motion Application filed under sections 391 to 394 of the Companies Act, 1956 (“Act”) in connection with a Scheme of Amalgamation (“Scheme”) of Noble Broadcasting Corporation Private Limited (hereinafter referred to as Transferor Company/Non Applicant) with HT Music and Entertainment Company Limited (hereinafter referred to as Transferee Company/Applicant Company) (hereinafter Transferee Company referred to as Transferee Company “Applicant Company”) and their respective Shareholders and Creditors. A copy of the proposed Scheme is filed along with the Application. 2014:DHC:3910 CO. Appl.

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2. The registered office of the Applicant/Transferee Company is situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. The registered office of the Transferor Company is situated in Tamil Nadu and the Transferor Company has filed an application under Section 391 of the Act before the High Court of Judicature at Madras.

3. The details with regard to the dates of incorporation of the Applicant Company and the Transferor Company, their respective authorized, issued, subscribed and paid up capital have been given in the Application.

4. Copies of the Memorandum and Articles of Association as well as the latest audited accounts for the year ending 31st March 2013 for the Applicant Company and for the year ending 31st March 2014 for the Transferor Company have been enclosed with the Application.

5. Learned Counsel appearing for the Applicant Company submits that no proceedings under sections 235 and 250A of the Act are pending against the Applicant Company as on date of the present Application.

6. The proposed Scheme has been approved by the Board of Directors of the Applicant Company and the Transferor CO. Appl.

(M) No. 118/2014 3 Company. Copies of their respective Board Resolutions have been filed along with the Application.

7. The status of the Equity Shareholders, Secured and Unsecured Creditors of the Applicant Company and the consents obtained from them for the proposed scheme is clearly apparent from the chart given in the application which is as follows:- Company No. of Equity Share holders Consent Given No of Secured Creditor Consent Given No of Unsecured Creditor Consent Given Transferee Company

8. A prayer has been made for dispensation of the requirement of convening meetings of Shareholders, Secured and Unsecured creditors of the Applicant Company.

9. In view of the written consents given by the equity shareholders of the Applicant Company, the requirement of convening the meetings of the equity shareholders of the Applicant Company are dispensed with. CO. Appl.

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10. In view of the written consents/NOC given by the sole Unsecured Creditor of Applicant Company, requirement of convening the meeting of Unsecured Creditor of Applicant Company is dispensed with.

11. Since there are no Secured Creditor in the Applicant Company, the question of convening the meetings of the Secured Creditors of the Applicant Company does not arise.

12. The Application stands allowed in above terms. Order Dasti.