Rajendra Ravindra Printers ... vs ...
2016 Latest Caselaw 1264 Del

                  IN THE HIGH COURT OF DELHI
                 COMPANY PETITION NO. 515/2015

                                       Reserved on 8th January, 2016
                          Date of pronouncement: 18th February, 2016
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):

And

Petition under Sections 391 to 394 of the
Companies Act, 1956

Scheme of Amalgamation of:

Rajendra Ravindra Printers Private Limited
                                          Petitioner/Transferor Company
     WITH

Vikas Publishing House Private Limited
                                         Petitioner/Transferee Company

                              Through Mr. N.P.S. Chawla,       Advocate
                              for the petitioners
                              Ms.     Aparna     Mudiam,       Assistant
                              Registrar of Companies            for the
                              Regional Director
                              Mr. Rajiv Bahl, Advocate           for the
                              Official Liquidator

SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Sections 391 to 394 of the

Companies Act, 1956 by the petitioner companies seeking sanction of

the 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 with

CA(M) 43/2015 earlier filed by the petitioners. The audited balance

sheets, as on 31st March, 2014, of the transferor and transferee

companies had 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 petition and the accompanying affidavit. It is claimed by

the petitioners 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 petitioners that no proceedings under

Sections 235 to 251 of the Companies Act, 1956 are pending against the

petitioner 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 petitioner companies had earlier filed CA (M) No. 43/2015

seeking directions of this court to dispense with the requirement of

convening the meetings of their equity shareholders and for convening of

separate meetings of their secured and unsecured creditors, which are

statutorily required for sanction of the Scheme of Amalgamation. Vide

order dated 5th May, 2015, this court allowed the application and

dispensed with the requirement of convening and holding the meetings of

the equity shareholders of the transferor and transferee companies and

directed convening of separate meetings of the secured and unsecured

creditors of the transferor and transferee companies, to consider and, if

thought fit, approve, with or without modification, the proposed Scheme

of Amalgamation.

13. The Chairpersons of the ordered meetings of the secured and

unsecured creditors of the transferor and transferee companies have filed

their reports stating that the meetings were duly held on 6th June, 2015,

as directed, and that the Scheme of Amalgamation has been approved

unanimously by the secured and unsecured creditors of the transferor

and transferee companies, present and voting, in the meetings.

14. The petitioner companies have thereafter filed the present petition

seeking sanction of the Scheme of Amalgamation. Vide order dated 10th

August, 2015, notice in the petition was directed to be issued to the

Regional Director, Northern Region, and the Official Liquidator. Citations

were also directed to be published in 'Financial Express' (English) and

'Jansatta' (Hindi) Delhi editions. Affidavit of service has been filed by the

petitioner showing compliance regarding service on the Official Liquidator

and the Regional Director, Northern Region and also regarding

publication of citations in the aforesaid newspapers on 30th September,

2015. It has been stated by the petitioners that the registered office of the

transferee company has been changed with effect from 22nd September,

2015 but due to inadvertence, the newspaper advertisement dated 30th

September, 2015, the old registered office of the transferee company

was provided. Therefore, the petitioners have against published the said

notice on 9th October, 2015 providing the new registered office of the

transferee company. Copies of the newspaper clippings containing the

publications have been filed along with the said affidavit.

15. Pursuant to the notices issued, the Official Liquidator sought

information from the petitioner companies. Based on the information

received, the Official Liquidator has filed a report dated 4th January, 2016

wherein he has stated that he has not received any complaint against the

proposed Scheme of Amalgamation from any person/party interested in

the Scheme in any manner and that the affairs of the transferor company

do not appear to have been conducted in a manner prejudicial to the

interest of its members, creditors or public interest, as per second proviso

of Section 394(1) of the Companies Act, 1956.

16. In response to the notices issued in the petition, Mr. A. K.

Chaturvedi, Regional Director, Northern Region, Ministry of Corporate

Affairs has filed his report dated 4th January, 2016. Relying on Clause

5.25 of the Scheme, he has stated that, upon sanction of the Scheme of

Amalgamation, all the employees of the transferor company shall

become the employees of the transferee company without any break or

interruption in their services. He has further submitted that in Clause 8 of

the Scheme, it has been stated that the transferee company shall

account for the amalgamation in its books as per Accounting Standard-14

as prescribed under Companies (Accounting Standards) Rules, 2006

based on pooling of interest method. He further submitted that in Clause

13.1 of the Scheme, it has been stated that upon this scheme becoming

effective, the transferor company shall stand dissolved without the

process of winding up.

17. No objection has been received to the Scheme of Amalgamation

from any other party. The petitioner companies, in the affidavit dated 6th

January, 2016 of Mr. N.P.S. Chawla, Counsel of the petitioner

companies, have submitted that neither the petitioner companies nor

their counsel have received any objection pursuant to the citations

published in the newspapers on 30th September, 2015 and 9th October,

2015.

18. Considering the approval accorded by the equity shareholders and

creditors of the petitioner companies to the proposed Scheme of

Amalgamation and the affidavits filed by the Regional Director, Northern

Region, and the Official Liquidator not raising any objection to the

proposed Scheme of Amalgamation, there appears to be no impediment

to the grant of sanction to the Scheme of Amalgamation. Consequently,

sanction is hereby granted to the Scheme of Amalgamation under

Sections 391 and 394 of the Companies Act, 1956. The petitioner

companies will comply with the statutory requirements in accordance with

law. Certified copy of this order be filed with the Registrar of Companies

within 30 days. It is also clarified that this order will not be construed as

an order granting exemption from payment of stamp duty as payable in

accordance with law. Upon the sanction becoming effective from the

appointed date of Amalgamation, i.e. 1st April, 2014, the transferor

company shall stand dissolved without undergoing the process of winding

up.

19. Learned counsel for the Official Liquidator prays that costs of at

least Rs.1,50,000/- should be paid by the petitioners keeping in view the

fact that the matter has involved examination of extensive records and

also prioritized hearings. Learned counsel for the petitioner companies

states that the same is acceptable to him. As already directed vide order

dated 08.01.2016, the petitioners shall deposit a sum of Rs.1,50,000/- by

way of costs with the Common Pool Fund of the Official Liquidator.

20. The petition is allowed in the above terms.

Dasti.

SUDERSHAN KUMAR MISRA, J.

February 18, 2016