Delhi High Court
Random House Publishers India ... vs ... on 21 September, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 144/2015
Reserved on 2nd September, 2015
Date of pronouncement: 21st September, 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 read with Rules 6 & 9 of
the Companies (Court) Rules, 1959
Scheme of Arrangement between:
Random House Publishers India Private Limited
Applicant/Transferor Company
AND
Penguin Books India Private Limited
Applicant/Transferee Company
Through Mr. Vivek Singh and
Ms.Megha Gurnani, 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 read with Rules 6 & 9 of the Companies
(Court) Rules, 1959 by the applicant companies seeking directions of this
court to dispense with the requirement of convening the meetings of their
equity shareholders, secured and unsecured creditors to consider and
approve, with or without modification, the proposed Scheme of
Arrangement between Random House Publishers India Private Limited
(hereinafter referred to as the transferor company) and Penguin Books
India 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 13th April, 2005 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was originally incorporated under the
Companies Act, 1956 on 20th March, 1985 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Penguin Books India Private Limited. The word 'Private' was
deleted from the name of the company w.e.f. 10.07.1987. Thereafter, the
word 'Private' was added in the name of the company.
5. The present authorized share capital of the transferor company is
Rs.1,00,000/- divided into 1,00,000 equity shares of Rs.1/- each. The
issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 1,00,000 equity shares of Rs.1/- each.
6. The present authorized share capital of the transferee company is
Rs.1,00,00,000/- divided into 1,00,000 equity shares of Rs.100/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.58,18,100/- divided into 58,181 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, along with the report of the auditors, and the
provisional accounts of the companies, as on 31st March, 2015, have
also been filed.
8. A copy of the Scheme of Arrangement has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavits. It is claimed
by the applicants that the proposed Scheme will result in accumulation of
existing resources of both companies in one unit and shall enable better
and more productive utilization of various resources, economies of scale,
and enhance the business with the collective resources of the companies
concerned. The Scheme will also result in reduction of costs, overheads,
and other expenses as also in reduction of administrative and procedural
works. It is further claimed that the Scheme will enable the establishment
of a larger company, with larger resources, and a larger capital base
enabling further development of businesses of the companies concerned.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor company in the following ratio:-
"0.015 equity shares of Rs.100/- each of the transferee
company, credited as fully paid up, for every 01 equity share of
Rs.1/- held in the transferor company."
10. It has been submitted by the applicants that no proceedings under
Sections 237, 243, 247(1A), 250A & 251 or any other applicable
provisions of the Companies Act, 1956 or under Sections 210, 212(1) to
(7) & (11) to (17), 214, 215, 216(1) & (3), 217, 219, 220, 223, 224(1), (3)
and (4) and 225 or any other applicable provisions of the Companies Act,
2013 are pending against the applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 8th April, 2015 have unanimously
approved the proposed Scheme of Arrangement. 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 and 229
unsecured creditors. Both the equity shareholders and 15 out of 229
unsecured creditors, representing 97.69% in value of the total unsecured
debt, have given their consents/no objections in writing to the proposed
Scheme of Arrangement. 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 meetings of the equity shareholders
and unsecured creditors of the transferor company to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Arrangement is dispensed with. There is no secured creditor of the
transferor company, as on 31st March, 2015.
13. The transferee company has 02 equity shareholders and 884
unsecured creditors. Both the equity shareholders and 31 out of 884
unsecured creditors, representing 92.38% in value of the total unsecured
debt, have given their consents/no objections in writing to the proposed
Scheme of Arrangement. 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 meetings of the equity shareholders
and unsecured creditors of the transferee company to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Arrangement is dispensed with. There is no secured creditor of the
transferee company, as on 31st March, 2015.
14. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
September 21, 2015
