Networks 18 Media & Investments Limited

ORDER % 22.11.2011 This petition.has been filed under Sections 391 & 394 read with' Sections 78 and 100 to 103 of the Companies Act, 1956 (for shortj Act') by the petitioner company seeking sanction of the Scheme of

An-angement (for short 'Scheme') between MIs Infomedia 18 Limited (hereinafter referred to as demerged company) and MIs Network 18 Media and Investments Limited (hereinafter referred to as petitioner company). The registered office of the petitioner company is situated at New Delhi, within the jurisdiction of this Court. Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. The demerged company was incorporated on 301h May, 1955 under the provisions of the Indian Companies Act VII of 1913 with the Registrar of Companies, Bombay with the name styled' as 'Commercial Printing Press Limited'. The name of the company was changed to 'Tata Press Limited' on 23rd August, 1966. Thereafter,'the name of the company was changed to 'TataDonnelley Limited' 12th September, 1996. The name of the company was further changed to 'Tata Infomedia Limited' on 28 1h September, 2000. It was subsequently changed to 'Infomedia India Limited' on 17th February, 2004. Further, the name of the company was changed to its present name i.e. 'Infomedia 18 Limited' w.e.f 16th September, 2008. The petitioner company was incorporated on 16th February, 1996 under the provisions of the Act with the Registrar of NCT of Delhi & Haryana in the name and styled as 'SGA Finance and Management Services Limited'. The name of the company was changed to 'Networkl8 Fincap Private Limited' on 12th April, 2006. Pursuant to its conversion into a public company the name of the company was changed to 'Network 18 Fincap Limited' on 20th Page 2 of]3 H October, 2006 which was further changed to its present name i.. 'Networkl8 Media & Investments Limited' on 1st December, 2007. The present authorized share capital of the demerged company is Rs 1,000,000,000/- divided into 100,000,000 equity shares of the face value of Rs 10/- each. The present issued, subscribed and paid up share capital of the demerged company is Rs 500,296,220/- divi into 50,029,622 equity shares of Rs 10/- each. The present authorized share capital of the petitioner is Rs 5,310,000,000/- divided into 589,000,000 equity shares of face value of Rs 5/- each and 1,100,000 preference shares of the value of Rs 100/- each and 10,500,000 preference shares of the value of Rs 200/- each and 15,500,000 preference shares of the value of Rs 10/- each. The present issued share capital of petitioner company is Rs 2,772,523,115/- divided into 142,646,83 equity shares of the face value of Rs 51-each and 10,296,451 preference shares of the face value of Rs 200/- each. The presnt subscribed share capital of the petitioner company is Rs 2,770,108,715/- divided into 142,646,583 equity shares of the face value of Rs 5/- each and 10,284,379 preference shares of the face value of Rs 200/- each. The present paid up share capital of the petitioner company is Rs 2,255,889,765/- divided into 142,646,583 equity shares of the faëe value of Rs 51-each and 10,284,379 preference shares of the face value of Rs 1501-each. The copy of the Memorandum and Articles of Association the demerged company and the petitioner company has been filed on record. The audited balance sheet, as on 31 " March 2010, of the petitioner company and the demerged company has also been filed. A copy of Scheme has been placed on record and the salint features of the Scheme have been incorporated and detailed in petitions and the accompanying affidavits. So far as the exchange ratio is concerned, the scheme provi L'1J that, upon coming into effect of this scheme shares will be issued in the following ratio:- • 7 fully paid-up equity shares of Rs 5 each of resul'ing company to be issued for every 50 fully paid-up equity shares of Rs 10 each of demerged company, held by the member It has been submitted by the petitioner company and I the demerged company that no proceeding under Sections 235 to 251 of the Act is pending against them. Page 4 ofl3 The copies of the resolutions passed by the Board of Directors of the petitioner company and the demerged company approving the Scheme have also been placed on record. The petitioner company had earlier filed CA (M) Nos. 18 1/2010 seeking directions of this Court to convene the meetings of the equity shareholders and preference shareholders and dispense with the convening of the meetings of the secured creditors and unsecurd creditors. Vide order dated 19th November, 2010, this court allowed the application and directed for holding the meetings of the equity shareholders and preference shareholders and dispense with the meetings of the secured creditors and unsecured creditors of the petitioner company. The chairpersons of the said meetings of equity shareholders and preference shareholders of the petitioner company have filed their reports stating that the meetings were duly held on 21S December, 2010 and 22nd December, 2010 respectively, as directed, and the Scheme has been approved by the equity shareholders and preference shareholders of the petitioner company, present and voting, at the 7/ meetings. Page 5of13 \ I - 14. The petitioner company has thereafter filed the present petition seeking sanction of the Scheme. Vide order dated 3rd June, 2011 1 the notice of the petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in 'Business Standard' (English) and 'Jansatta' (Hindi) in terms of the Companies (Court) Rules, 1959. Copies of petition was also served on the Registrar of Companies. Affidavit of Service and Publication has been filed by the petitioner showing compliance regarding service of the Petition on the Regional Director, Northern Region and Registrar of Companies, and also regarding publication of citations in the aforesaid newspapers on 1 1th October, 2011. Copies of the newspapers' cuttings, in original, containing the publications IV have been filed along with the Affidavit of Service.

¶15In response to the notices issued in the petition, Mr. B. K. Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report on 22' September, 2011 . Relying on the Clause 14.1 of Section D of the Scheme, he has stated that, all the employees of the demerged company engaged in publishing undertaking shall become the employees of the petitioner company Page 6of13 without any break or interruption in their services upon sanctioning of the Scheme by the Court. The Regional Director, while referring to Para 7.11 of Section C of the Scheme, regarding amendment of relevant clauses of the Memorandum of Association of the petitioner company, has further submitted that the Memorandum of Association of the company can be changed/ altered only after following the procedure prescribed under the relevant provisions of the Act. He, therefore, submitted that the petitioner company may be asked to follow the prescribed procedure for altering its Memorandum of Association. In response to the above observations, the petitioner company in its affidavit dated 20th October, 2011 have submitted that the object clause of the resulting company is proposed to be changed/ altered as part of the Scheme and therefore nothing more is required to be done. In this regard reliance is placed on the decision of the Bombay High Court in Re: S. S. Miranda Lid, (1994).80 Comp. Cases 289 (Born.), wherein it has been held as under:- "Section 391 invests the court with powers to approve or sanction a scheme of amalgamation/ arrangement which is for the benefit of the company. In doing so, if there are any other things which, for effectuation, require a special Page 7of13 procedure to be followed, then the court has powers to sanction them while sanctioning the scheme itself Further, it was also provided that it would not be necessary for the company to resort to other provisions of the Companies Act or to follow other procedures prescribed for bringing about the changes requisite for effectively implementing the scheme which is sanctioned by the court. It was also held that Section 391 is a complete code and it is intended to be in the nature of a "ingle window clearance" system to ensure that the parties are not put to avoidable, unnecessary and cumbersome procedure of making repeated applications to the court for various other alterations or changes which might be needed effectively implement the sanctioned scheme whose overall fairness and feasibility has been judged by the court under section 394 of the Act. Considering the matter from all perspectives, I am of the view, that it is permissible for this court to sanction a scheme under section 394 even if the scheme contemplates a consequential alteration in the objects clause of the memorandum of association of the company." Further, the learned senior counsel also placed reliance upon the decision of this Court in Re: Television Eighteen India Limited in V C.P. No. 41 of 2011 decided on 261h April, 2011, wherein similar stand was taken. Considering the matter from all perspectives, I am of the view, that it is permissible for this Court to sanction a scheme under section V/ 394 even if the scheme contemplates a consequential alteration in the objects clause of the memorandum of association of the company. I In view of the same, the observation made by the Regi Director does not survive. The Regional Director, while referring to Para 21 of Section of the Scheme, regarding the change in the name of the company, has further submitted that the name of a company can changed/ altered only after following the procedure prescribed u the relevant provisions of the Act. He, therefore, submitted that aspect be considered by this Court. In response to the above observations, the petitioner in its affidavit dated 20th October, 2011, has submitted that it has held in catena of judgments that Section 391! 394 are complete in itself and all changes can be done as part of the Scheme. Furthbr, they have submitted that under the Scheme it is proposed to change the name of the demerged company to "Infomedia Press Limited"I to reflect the nature of its business. In this regard, reliance is placed Ion the decision of the High Court of Karnataka in "Mysore Limited" in C.P. No. 86 of 2008, decided on 86 January, 2019, Page 9 of] wherein it has been observed that "the majority of the shareholders of the petitioner company have given their approval to the scheme including change in name and in the absence. of there being any objection with regard to change in name, it is unnecessary to once again file an application under section 21 of the Act by the petitioner." Reliance is also placed on the decision of this Court in Re: Television Eighteen India Limited (supra), wherein similar stand was taken. Hence, the demerged company in the instant case is directed to file necessary forms as prescribed in law in office of the Registrar of Companies to place on record the changes with regard to name of the company. In view of the same, the observation made by the Regional Director does not survive. The Regional Director has further submitted that the demerged company has intimated that certain charges are proposed to be transferred from the demerged company to the petitioner company. He has further stated that the name of a company cannot be 1) substituted in the charge documents as such for satisfaction of char gL, the company is required to file Form No. 17. He, therefore, prayed that the demerged company may be asked to comply with the re1evait provisions of the Act for satisfaction and creation of charge in demerged company and the petitioner company respectively. In response to the above observation, the petitioner company, in the affidavit dated 20th October, 2011, has submitted that they will comply with the relevant procedure for modification/ substitution f charges in the demerged company and creation of fresh charge in name of the petitioner company. The undertaking given by petitioner company is accepted and they shall remain bound by same. In view of the undertaking given, the observation made by Regional Director does not survive. No objection has been received to the Scheme from any party. Mr. Hitesh Kumar Jam, authorized signatory of the petiti company, vide an affidavit dated 21st November, 2011, which today been handed over in Court, confirmed that neither the petiti company nor their counsel has received any objection pursuant to citations published in the newspapers. The said affidavit is taken on record.

¶29In view of the approval accorded by the shareholders and creditors of the petitioner company and representation/reports filed by the Regional Director, Northern Region to the proposed Scheme, tIere appears to be no impediment to the grant of sanction to the Schee. Consequently, sanction is hereby granted to the Scheme Sections 391 and 394 of the Act. The petitioner Company will comp1y with the statutory requirements in accordance with law. Certified of the order be filed with the Registrar of Companies within days from the date of receipt of the same. In terms of the provision? of Sections 391 and 394 of the Act, all properties, rights and power of the 'Demerged Undertaking' of the demerged company be to and vest in the petitioner company without any further act or Similarly, all the liabilities and duties of the 'Demerged Undertakihg' of the demerged company be transferred to the petitioner compny without any further act or deed. It is, however, clarified that this will not be construed as an order granting exemption from payment of stamp duty or any other charges, if payable in accordance with dny Page 12 of V. law; or permission/compliance with any other requirement which may be specifically required under any law. Learned senior counsel for the petitioner states that the petitioner company would voluntarily deposit a sum of Rs. 1,00,000/- in the Common Pool fund of the Official Liquidator within weeks from today. The statement is accepted. The petition is allowed in the above terms. Order Dasti. MAN OT1AN NOVEMBER 22, 2011 rn Page 13 of] #7 $- * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 266/2011 IN THE MATTER OF MIS. NETWORKS 18 MEDIA & INVESTMENTS LIMITED .....Petitioner Through Mr. Nidhesh Gupta, Senior Advocate with Mr. Tarun Gupta, Advocate for petitioner-company. Mr. K.S. Pradhan, Dy. ROC for Regional Director (NR). Ms. Anubha Rastogi, Advocate fOr Infomedia 18 Employees' Union. CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER % 03.05.2012 CO. APPL. 633/2012 Present application has been filed seeking amendment/ rectification of the order dated 27th November, 2011 so as to include the revised schedule of the properties of petitioner-company, M/s Networks 18 Media and Investments Ltd. annexed as Annexure C to the present application. By this application the applicant has also sought extension of time in filing the order passed by this Court on 27th November, 2011 with the Registrar of Companies within fifteen days of the FIPB approval. Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for the Registrar of Companies state that he has no objection to the present application being allowed by this Court. Mrs. Anubha Rastogi, learned counsel for the applicant! workmen of the Printing Division of the petitioner-company that by virtue of the Demerger, the rights and interest of the wor would be adversely affected. Having heard the parties this Court is of the opinion that is of adverse impact on the workmen has already been considered this Court while sanctioning the Scheme of Arrangement. By present application, the applicant is seeking to retain the Printi Press asset with the Printing Division of the petitioner-company. the opinion of this Court, the retention of the said asset by the Printi Division of petitioner-company would only benefit the employees of the Printing Division that means the clients of Mrs. Anubha Rastogi. Consequently, present application is allowed and the revied schedule of the property of MIs Networks 18 Media and Investmets Ltd. annexed as Annexure C to the present application is taken Ion record. The time for filing the order passed by this Court with the Registrar of Companies is extended for a period of fifteen days from today. Accordingly, the order dated 22 November, 2011 stands amended to the aforesaid extent. With the aforesaid observations, present applicat disposed of Order dasti. MANM MAYO3,2012 rn 4 / 06 $ * + • % • j IN THE HIGH COURT OF DELHI AT NEW DELHI CO.PET. 266/2011 IN THE MATTER OF NETWORKS 18 MEDIA & INVESTMENTS LIMITED Petitioner Through: Mr. Saurabh Kalia, Advocate with Mr. Sameer Chaudhary and Mr. Harshit Aggarwal, Advocates for applicant-petitioner. Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director (Northern Region). Ms. Svetlana Loveya, Advocate for Workmen Union. CORAM: HON'BLE MR. JUSTICE MANMOHAN ORDER

22.05.2012 Co. Appi. 1068/2012 in Co. Pet. 266/2011 Present application has been filed seeking rectification of the order dated 03rd May, 2012. It is stated in the application that due to typographical error, the initial order sanctioning the Scheme has been mentioned as 271h November, 2011 instead of 22' November, 2011. Keeping in view the aforesaid averments, present application is allowed and order dated 03rd May, 2012 shall now read as under:- "CO. APPL. 63312012 .-/ ., Present application has been filed seeking amendment/ rectification of the order dated 22n" November, 2011 so as to inOlude the revised schedule of the properties of petitioner-company, M/s Networks 18 Media and Investments Ltd. annexed as Annexure C to the present application. By this application the applicant has also sought extension of time in filing the order passed by this Court on 22"' November, 2011 with the Registrar of Companies within fifteen days of the FIPB approval. Mr. KS. Pradhan, Deputy Registrar of Companies appearing for the Registrar of Companies state that he has no objection to the present application being allowed by this Court. Mrs. Anubha Rastogi, learned counsel for the applicant/ workmen of the Printing Division of the petitioner-company states that by virtue of the Demerger, the rights and interest of the workmen would be adversely affected. Having heard the parties this Court is of the opinion that issue of adverse impact on the workmen has already been considered by this Court while sanctioning the Scheme of Arrangement. By the present application, the applicant is seeking to retain the Printing Press asset with the Printing Division of the petitioner-company. In the opinion of this Court, the retention of the said asset by the Printing Division of petitioner-company would only benefit the employees of the Printing Division that means the clients of Mrs. Anubha Rastogi. Consequently, present application is allowed and the revised schedule of the property of M/s Networks 18 Media and Investments Ltd. annexed as Annexure C to the present application is taken on record. The time for filing the order passed by this Court with the Registrar of Companies is extended for a period of fifteen days from rl today. Accordingly, the order dated 22' November, 2011 stands amended to the aforesaid extent. With the aforesaid observations, present application stands disposed of Order dasti." The time for filing the order passed by this Court with the Registrar of Companies is extended for a further period of fifteen days from today. O Accordingly, the application stands disposed of. MANMOHAN, J MAY 22 9 2012 is

#13 $ * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 266/2011 * IN THE MATTER OF MIS. NETWORK 18 MEDIA & INVESTMENTS LIMITED Through Petitioner Mr. Nidhesh Gupta, Senior Advocate with Mr. Tarun Gupta, Advocate for petitioner-company. Mr. K.S. Pradhan, Dy. ROC for Regional Director (Northern Region). CORAM: HON!BLE MR. JUSTICE MANMOHAN