Ina Malhotra, Member - (1.) This is a joint petition filed by way of a 1st Motion under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as 'the Act') by Harcourt (India) Private Limited (Applicant No. 1/Transferor No. 1 Company), B.I. Churchill Livingstone Private Limited Applicant No. 2/Transferor No. 2 Company in connection with the Scheme of Amalgamation (hereinafter referred to as 'the Scheme') for merging the businesses of the Transferor Companies with RELX India Private Limited (Applicant No. 3/Transferee Company).
(2.) As per averments, the registered offices of the two Transferor Companies as well as that of the Transferee Company are situated in the National Capital Territory of Delhi, falling within the territorial jurisdiction of this Court.
(3.) The Applicant No. 1/Transferor No. 1 Company was initially incorporated under the Act on 03rd September, 1997 under the name and style of "Harcourt Brace & Company (India) Private Limited". Subsequently the name of the company was changed to its present name and style as "Harcourt (India) Private Limited" under certificate of incorporation dated 30th September, 1999 having CIN U22110 DL1997 PTC 89400. Its authorized share capital is 20 lakhs equity shares divided into 2 Lakhs shares of Rs. 10/- each. Its issued, subscribed and paid up capital is Rs. 3,50,000/-. The entire share capital is held by RE (HAPL) Pte. Ltd. (formerly known as Harcourt Asia Pte. Ltd.), company incorporated under the laws of Singapore and only two of its shares are held by Mr. Rohit Kumar as nominee of RE (HAPL) Pte.;