Delhi High Court
Rajendra Ravindra Printers ... vs ... on 5 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 43/2015
Reserved on 25th March, 2015
Date of pronouncement: 5th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 to 394 of the
Companies Act, 1956
Scheme of Amalgamation of:
Rajendra Ravindra Printers Private Limited
Applicant/Transferor Company
WITH
Vikas Publishing House Private Limited
Applicant/Transferee Company
Through Mr. Gaurav Verma and
Mr.N.P.S. Chawla, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 to 394 of
the Companies Act, 1956 by the applicant companies seeking directions
of this court to dispense with the requirement of convening the meetings
of their equity shareholders and for convening the meetings of their
secured and unsecured creditors to consider and approve, with or
without modification, the proposed Scheme of Amalgamation of Rajendra
Ravindra Printers Private Limited (hereinafter referred to as the transferor
company) with Vikas Publishing House Private Limited (hereinafter
referred to as the transferee company).
2. The registered offices of the transferor and transferee companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The transferor company was incorporated under the Companies
Act, 1956 on 17th February, 1962 with the Registrar of Companies, NCT
of Delhi & Haryana at New Delhi.
4. The Transferee Company was incorporated under the Companies
Act, 1956 on 27th August, 1971 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.15,00,000/- divided into 1500 equity shares of Rs.1000/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.7,06,000/- divided into 706 equity shares of Rs.1000/- each.
6. The present authorized share capital of the transferee company is
Rs.50,00,000/- divided into 50,000 equity shares of Rs.100/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.40,04,000/- divided into 40,040 equity shares of Rs.100/- each.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheets, as on 31st March, 2014, of the transferor and
transferee companies have also been filed.
8. A copy of the Scheme of Amalgamation has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavit. It is claimed
by the applicants that the proposed amalgamation will enable
consolidation of business operations and will provide significant impetus
to the growth in the form of enhanced scale of operations leading to
optimum utilization of various resources and infrastructure with reduction
in overheads, administrative costs, managerial and other expenditure,
provide holistic services, appropriate channelization of synergies, direct
operational efficiencies, increased asset base and will consolidate
revenue and profitability. It is further claimed that the amalgamation will
also provide the transferee company a strong and focused base to
undertake the business more advantageously and thereby enabling the
increase in its profitability and net worth for its shareholders.
9. So far as the share exchange ratio is concerned, the Scheme
provides that a lump sum consideration of Rs.10,000/- has been fixed to
be paid for transfer and vesting of assets and liabilities of the transferor
company in the transferee company, which shall be discharged by the
transferee company through issue of 100 equity shares of face value of
Rs.100/- each to SCCPL (the ultimate beneficiary).
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 22nd December, 2014 have
unanimously approved the proposed Scheme of Amalgamation. Copies
of the Resolutions passed at the meetings of the Board of Directors of
the transferor and transferee companies have been placed on record.
12. The transferor company has 02 equity shareholders. Both the
equity shareholders have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meeting of the
equity shareholders of the transferor company to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with.
13. The transferee company has 02 equity shareholders. Both the
equity shareholders have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meeting of the
equity shareholders of the transferee company to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with.
14. The transferor company has 03 secured creditors and a direction is
sought to convene and hold their meeting to seek their approval to the
proposed Scheme of Amalgamation. Considering the facts and
circumstances aforesaid, the meeting of the secured creditors of the
transferor company shall be held on 6th June, 2015 at 10:30 am at Hotel
Tourist, Ground Floor, 7361, Qutab Road, Ram Nagar, New Delhi -
110055. Ms. Madhurima Mridul, Advocate, (Mobile No. 9810175151) is
appointed as the Chairperson and Ms. Jyotika Jain, Advocate, (Mobile
No. 9873021858) is appointed as the Alternate Chairperson to conduct
the said meeting. The Quorum of the meeting of the secured creditors of
the transferor company shall be 2 in number and more than 15% in value
of the total secured debt.
15. The transferor company has 20 unsecured creditors and a
direction is sought to convene and hold their meeting to seek their
approval to the proposed Scheme of Amalgamation. Considering the
facts and circumstances aforesaid, the meeting of the unsecured
creditors of the transferor company shall be held on 6th June, 2015 at
12:00 noon at Hotel Tourist, Ground Floor, 7361, Qutab Road, Ram
Nagar, New Delhi -110055. Mr. Deepak Thakur, Advocate, (Mobile No.
9810295659) is appointed as the Chairperson and Mr. Rahul Chauhan,
Advocate, (Mobile No. 9650802472) is appointed as the Alternate
Chairperson to conduct the said meeting. The Quorum of the meeting of
the unsecured creditors of the transferor company shall be 5 in number
and more than 15% in value of the total unsecured debt.
16. The transferee company has 04 secured creditors and a direction
is sought to convene and hold their meeting to seek their approval to the
proposed Scheme of Amalgamation. Considering the facts and
circumstances aforesaid, the meeting of the secured creditors of the
transferee company shall be held on 6th June, 2015 at 02:00 pm at Hotel
Tourist, Ground Floor, 7361, Qutab Road, Ram Nagar, New Delhi -
110055. Mr. K. K. Nangia, Advocate, (Mobile No. 9910390945) is
appointed as the Chairperson and Ms. Shrishti Sharma, Advocate,
(Mobile No. 9582249534) is appointed as the Alternate Chairperson to
conduct the said meeting. The Quorum of the meeting of the secured
creditors of the transferee company shall be 2 in number and more than
15% in value of the total secured debt.
17. The transferee company has 814 unsecured creditors and a
direction is sought to convene and hold their meeting to seek their
approval to the proposed Scheme of Amalgamation. Considering the
facts and circumstances aforesaid, the meeting of the unsecured
creditors of the transferee company shall be held on 6th June, 2015 at
04:00 pm at Hotel Tourist, Ground Floor, 7361, Qutab Road, Ram Nagar,
New Delhi -110055. Mr. Ashok Gurnani, Advocate, (Mobile No.
9810109039) is appointed as the Chairperson and Mr. Y.P. Singh,
Advocate, (Mobile No. 9953711028) is appointed as the Alternate
Chairperson to conduct the said meeting. The Quorum of the meeting of
the unsecured creditors of the transferee company shall be 80 in number
and more than 15% in value of the total unsecured debt.
18. In case the quorum as noted above for the above meetings is not
present at the meetings, then the meetings shall be adjourned by half an
hour, and thereafter the persons present and voting shall be deemed to
constitute the quorum. For the purpose of computing the quorum the
valid proxies shall also be considered, if the proxy in the prescribed form
duly signed by the person entitled to attend and vote at the meetings is
filed with the registered offices of the applicant companies at least 48
hours before the meeting. The Chairpersons and Alternate Chairpersons
shall ensure that the proxy registers are properly maintained.
19. The Chairpersons and Alternate Chairpersons shall ensure that
notices for convening the aforesaid meetings of the secured and
unsecured creditors of the transferor and transferee companies, along
with copies of the Scheme of Amalgamation and the statement under
Section 393 of the Companies Act, 1956, shall be sent to the secured
and unsecured creditors of the applicant companies by speed post at
their registered or last known addresses at least 21 days before the date
appointed for the meetings, in their presence or in the presence of their
authorized representatives. Notice of the meetings shall also be
published in the Delhi editions of the newspapers "Financial Express"
(English) and "Jansatta" (Hindi) in terms of the Companies (Court) Rules,
1959 at least 21 days before the date appointed for the meetings.
20. The Chairpersons and Alternate Chairpersons will be at liberty to
issue suitable directions to the management of the transferor and
transferee companies so that the aforesaid meetings of the secured and
unsecured creditors of the transferor and transferee companies are
conducted in a just, free and fair manner.
21. The fee of the Chairpersons and the Alternate Chairpersons for the
aforesaid meetings shall be Rs.50,000/- each in addition to meeting their
incidental expenses. The Chairpersons will file their reports within two
weeks from the date of holding of the aforesaid meetings.
22. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 05, 2015
