Springer Editorial Services ... vs ...
2015 Latest Caselaw 7374 Del

                   IN THE HIGH COURT OF DELHI
              COMPANY APPLICATION (MAIN) NO. 145/2015
                                     Reserved on 3rd September, 2015
                         Date of pronouncement: 28th 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 Amalgamation of:
Springer Editorial Services Private Limited
                                              Applicant/Transferor Company
       WITH
Springer (India) Private Limited
                                              Applicant/Transferee Company
                                   Through Mr. Mahesh Agarwal and
                                   Mr.Rajeev Kumar, 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 the

equity shareholders, secured and unsecured creditors of transferor

company and equity shareholders and secured creditors of the transferee

company and for convening a meeting of the unsecured creditors of the

transferee company to consider and approve, with or without

modification, the proposed Scheme of Amalgamation of Springer

Editorial Services Private Limited (hereinafter referred to as the transferor

company) with Springer (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 originally incorporated under the

Companies Act, 1956 on 19th April, 2007 with the Registrar of

Companies, NCT of Delhi & Haryana at New Delhi under the name and

style of Pegasus Publishing Services Private Limited. The company

changed its name to Springer Editorial Services Private Limited and

obtained the fresh certificate of incorporation on 27th June, 2008.

4. The transferee company was incorporated under the Companies

Act, 1956 on 21st October, 2002 with the Registrar of Companies, NCT of

Delhi & Haryana at New Delhi.

5. The present authorized share capital of the transferor company is

Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The

issued, subscribed and paid-up share capital of the company is

Rs.25,00,000/- divided into 2,50,000 equity shares of Rs.10/- each.

6. The present authorized share capital of the transferee company is

Rs.1,20,00,000/- divided into 1,20,000 equity shares of Rs.100/- each.

The issued, subscribed and paid-up share capital of the company is

Rs.1,20,00,000/- divided into 1,20,000 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, along with the reports of

the auditors, and the unaudited provisional accounts, as on 31st March,

2015, 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 bring about

operational rationalization and organizational efficiency and will result in

various operational synergies, by pooling and optimal utilization of

various resources and thereby reducing overhead, administrative,

managerial and other expenditures. It is further claimed that the

proposed amalgamation will strengthen significantly the position of the

transferee company in the industry in terms of asset base, revenue,

business volume and market share.

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:

"01 equity share of Rs.100/- each fully paid up of the transferee company for every 24 equity shares of Rs.10/- each fully paid up held by the shareholders in the transferor company."

10. It has been submitted by the applicants that no proceedings under

Sections 237, 243, 247(1A), 250A and 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 18th May, 2015 and on 6th August,

2015 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 and 01

unsecured creditor. Both the equity shareholders and the sole unsecured

creditor 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 meetings of the equity

shareholders and unsecured creditor of the transferor company to

consider and, if thought fit, approve, with or without modification, the

proposed Scheme of Amalgamation is dispensed with. There is no

secured creditor of the transferor company, as on 6th August, 2015.

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. There is no secured creditor of the

transferee company, as on 6th August, 2015.

14. The transferee company has 59 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 31st October, 2015

at 11:00 a.m. at Springer (India) Private Limited, 7th Floor, Vijaya

Building, Barakhamba Road, New Delhi - 110001. Mr. Vaibhav Agnihotri,

Advocate, (Mobile No. 9811113432) is appointed as the Chairperson and

Mr. Arun K. Sharma, Advocate, (Mobile No. 9891685368) 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 12 in number and more than 25% in value of the total unsecured debt.

15. In case the quorum as noted above for the above meeting is not

present at the meeting, 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 meeting is

filed with the registered office of the transferee company at least 48 hours

before the meeting. The Chairperson and Alternate Chairperson shall

ensure that the proxy register is properly maintained.

16. The Chairperson and Alternate Chairperson shall ensure that

notices for convening the aforesaid meeting of the unsecured creditors of

the transferee company, along with copies of the Scheme of

Amalgamation and the statement under Section 393 of the Companies

Act, 1956, shall be sent to the unsecured creditors of the transferee

company by ordinary post at their registered or last known addresses at

least 21 days before the date appointed for the meeting, in their presence

or in the presence of their authorized representatives. Notice of the

meeting shall also be published in the Delhi editions of the newspapers

"Business Standard" (English) and "Jansatta" (Hindi) in terms of the

Companies (Court) Rules, 1959 at least 21 days before the date

appointed for the meeting.

17. The Chairperson and Alternate Chairperson will be at liberty to

issue suitable directions to the management of the applicant companies

so that the aforesaid meeting of the unsecured creditors of the transferee

company is conducted in a just, free and fair manner.

18. The fee of the Chairperson and the Alternate Chairperson for the

aforesaid meeting shall be Rs.50,000/- each in addition to meeting their

incidental expenses. The Chairperson will file his report within two weeks

from the date of holding of the aforesaid meeting.

19. The application stands allowed in the aforesaid terms.

Dasti

SUDERSHAN KUMAR MISRA, J.

September 28, 2015