Rajendra Ravindra Printers Private Limited v. Vikas Publishing House Private Limited

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). 2015:DHC:4052

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.