Delhi High Court
Wolters Kluwer (India) Pvt Ltd. vs .......... on 29 May, 2014
$~38
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO. Appl. (M) No.103/2014
IN THE MATTER OF
WOLTERS KLUWER (INDIA) PVT LTD.
........Petitioner
Through- Mr. Deepak
Diwan, Advocate for the
Applicant
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 29.05.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is a first motion Application under Sections 391 - 394
of the Companies Act, 1956, ('Act') in connection with the
Scheme of Amalgamation ('Scheme') of Wolters Kluwer
(India) Private Limited (hereinafter referred to as the
'Transferee Company/ Applicant Company') with Acclipse
India Private Limited (hereinafter referred to as the
'Transferor Company No. 1/ Non-Applicant Company') and
Medknow Publications And Media Private Limited
(hereinafter referred to as the 'Transferor Company No. 2/
Non-Applicant Company') and Wolters Kluwer Financial
and Compliance Services Software Private Limited
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(hereinafter referred to as the Transferor Company No.3/
Non-Applicant Company). A copy of the proposed Scheme
of Amalgamation is filed along with the Application.
2. The registered offices of all the Transferor Companies are
situated outside the National Capital Territory of Delhi and
the registered office of the Transferee Company is situated
within the National Capital Territory of Delhi and is within
the Jurisdiction of this Court.
3. Details with regard to the Date of Incorporation of the
Transferor Companies and Transferee Company, their
Authorized, Issued, Subscribed and Paid up Share Capital
have been given in the Application.
4. Copies of the Memorandum and Articles of Association, and
Provisional balance sheet dated 31.03.2014 of Transferee
Company is filed along with latest audited Balance Sheets
for the year ended 31.03.2013 of the Transferor Companies
as well as the Transferee Company.
5. Learned Counsel for the Applicant Company submitted that
no proceedings under Sections 235 to 251 of the Companies
Act, 1956 are pending against the Applicant Company as on
the date of the present Application.
6. The proposed Scheme has been approved by the Board of
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Directors of the Transferor/Non-Applicant Company Nos. 1
to 3 and the Transferee/Applicant Company. Copies of the
Board Resolutions have been filed along with the
Application.
7. The status of the Equity Shareholders, Secured and Un-
secured Creditors of the Transferee Company/ 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 below:
Company No. of Equity Consents No. of Secured Consents No. of Un- Consents
Shareholders given Creditors given Secured given
Creditors
Transferee 2 ALL 1 ALL 20 ALL
Company
8. A prayer has been made for the dispensation from the
requirement of convening meetings of Equity Shareholders,
Secured and Unsecured Creditors of the Applicant
Company.
9. In view of the written consents/NOC given by the Equity
shareholders of the Transferee Company, the requirement of
convening meetings of Equity Shareholders of the
Transferee Company is dispensed with.
======================================================
10. The Transferee Company has 1 Secured Creditor and 20
Unsecured Creditors. In view of the written consents/NOC
given by the only Secured Creditor and all the Unsecured
Creditors of the Transferee Company, the requirement of
convening meetings of Secured and Unsecured Creditors of
the Transferee Company is dispensed with.
11. The Application stands allowed in the aforesaid terms.
Order Dasti
SANJEEV SACHDEVA, J
MAY 29, 2014
HJ
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