Pan Macmillan Books India Private Limited Regd Office : 101, I Floor, "Embassy Classic" - 11, Vittal Mallya Road, Bangalore - 560 001 vs Nil

B.V. Pinto

This petition is filed under Sections 391 to 394 of the Companies Act, 1956 (for short ''the Act'') by the petitioner - Pan Macmillan Books India Private Limited - the transferor Company situated at #101, 1 Floor, "Embassy Classic" #11, Vittal Mallya Road. Bangalore -560 001, seeking sanction of Scheme of Amalgamation produced at Annexure - A to the petition, which is proposed to be merged with M/s. Macmillan Publishers India Limited - the transferee company situated at 21. Patullos Road, Chennai - 600 002.

The petitioner Company was incorporated on 12.03.2008 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka at Bangalore and Corporate Identification No. U22110KA2008PTC045586, having its registered office at No. 101. I Floor, "Embassy Classic". #11. Vittal Mallya Road. Bangalore - 560 001. The authorised share capital of the transferor company is Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. Issued, subscribed and paid-up capital is Rs. 6,00.000/- divided into 60,000 equity shares of Rs. 10/- each fully paid up.

The main objects of the petitioner Company as set out in its Memorandum and Articles of Association furnished at Annexure-B to the petition are, to carry on in India or elsewhere any and ail business of selling, marketing, printing, publishing, distributing all manner of books, journals, periodicals, magazines and other publications of any description including those in electronic format and also providing other services related to publishing such as that of copyeditors, lithographers, photo-lithographers, chromo-lithographers, engravers, type founders, stereotypers, electrotypers, typesetters, layout designing and formatting, draftsmen, stationers, book binders and etc. The latest audited balance sheet for the year ending 31.03.2010 is produced as Annexure - C.

The Board of Directors of the petitioner Company in its meeting held on 21.02.2011 have approved and adopted the Scheme of Amalgamation by virtue of which the petitioner Company is proposed to be merged with a Company M/s. Macmillan Publishers India Limited - transferee Company, subject to confirmation of this Court within whose jurisdiction the registered office of the transferor/demerged company are respectively situated.

This court vide order dated 22.06.2011 passed in CA No. 429/2011 directed the applicant Company to hold the meetings of its equity shareholders, secured creditors and unsecured creditors. Accordingly, the Chairman appointed by this Court has filed the result of the meetings in the form of report stating that equity shareholders, secured and unsecured creditors have approved the scheme unanimously.

Thereafter, the present petition has been filed on 05.07.2011 and this Court directed to issue notice to the Regional Director and directed the petitioner to take out advertisement of the petition in ''Indian Express'' and ''Vijaya Karnataka'' on or before 15.09.2011 fixing the date of hearing as 29.09.2011. Accordingly, the petitioner has furnished the copy of the ''Indian Express'' and ''Vijaya Karnataka'' both dated 14.09.2011. Pursuant to the notice issued to the Regional Director, Ministry of Corporate Affairs, Hyderabad, it is stated in letter No. 3/BMAL/33/2011 dated 19.10.2011 signed on behalf of the Regional Director as follows:-

I further state that there are no complaints received against the transferor company and its directors. It is submitted that in respect of non-compliances of the provisions of the Companies Act, which have come to the notice of this office, the transferor company has filed compounding applications before the Hon''ble Company Law Board.

Upon the scheme becoming effective, all employees of the transferor Company in service on the effective date shall be deemed to have become the employees of the transferee Company w.e.f. the appointed date without any interruption in their service as a result of the transfer of the transferor Company to the transferee company on the same terms and conditions of employment as were with the transferor/demerged Company. On the basis of continuity of service, the terms and conditions of their employment with transferee Company shall not be less lavourable than those applicable to them with reference to the undertaking of transferor/demerged Company on the effective date.

Heard Sri P.K. Arjun, learned Counsel for the petitioner and Sri K.S. Mahadevan and Sri V. Jayaram, learned Counsel for Official Liquidator and Sri C. Ramakrishna, learned Central Government Standing Counsel representing the Registrar of Companies.

Pursuant to the advertisement of the petition, no shareholders, creditors and employees of the transferor Company have appeared and objected the proposed Scheme of Amalgamation.

In the circumstances, the petitioner has made out a case for sanction of Scheme of Amalgamation at Annexure A. Hence, the following:

ORDER

i. The company petition is allowed.

ii. The Scheme of Amalgamation at Annexure A to the petition is hereby sanctioned and binding on the petitioner, its shareholders and creditors subject to compliance of observations made by the Regional Director and further subject to sanction of Scheme of Amaigamation by the High Court of Tamilnadu, Madras in respect of the transferee /demerged company with the observations made by the Registrar of the Companies, and the same shall be binding on the shareholders, creditors of the Company and also on the said Company.

iii. The petitioner Company shall file a copy of this order with the Registrar of Companies of Karnataka, Bangalore within thirty days from the date of receipt of copy of this order.