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2012 DIGILAW 2439 (DEL)

Paragon Healthcare Pvt. Ltd. v. .

2012-08-08

INDERMEET KAUR

body2012
JUDGMENT : Indermeet Kaur, J. 1. This second motion joint petition has been filed under Sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as ‘Act’) by the petitioner companies seeking sanction of the scheme of arrangement (hereinafter referred to as ‘scheme’) 2. The petitioner companies had earlier filed C.A. (M) No. 65/2012 seeking directions of this Court for dispensation of the meetings. Vide order dated 18.04.2012, this Court allowed the application and dispensed with the requirement of convening meetings of equity shareholders, secured and unsecured creditors of the petitioner companies. 3. The petitioner companies have thereafter filed the present petition seeking sanction of the scheme of arrangement. Vide order dated 07.05.2012, notice in the petition was directed to be issued to the Regional Director, Northern Region, the Official Liquidator. Citations were also directed to be published in ‘Indian Express’ (English, Delhi edition) and ‘Business Standard’ (Hindi, Delhi edition). Affidavit of service and publication has been filed by the petitioners showing compliance regarding service of the petition on the Regional Director, Northern Region and the Official Liquidator and also regarding publication of citations in the aforesaid newspapers on 31.07.2012, copies of the newspapers cutting, in original, containing the publications have been filed with the affidavit of service. 4. Pursuant to the notices issues, the Official Liquidator sought information from the petitioner companies. Based on the information received, the Official Liquidator has filed his report dated 06.08.2012 wherein he has stated that he has not received any complaint against the proposed scheme 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 to public interest. 5. In response to the notices issued in the petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his affidavit/report dated 16.07.2012. Relying on clause 2.17 of Part-II of the scheme of arrangement, he has stated that, upon sanction of the scheme of arrangement all the employees of the transferor company shall become the employees of transferee company without any break or interruption in their services upon sanctioning of the scheme of arrangement by this Court. In the affidavit it has been further stated that the Central Government has no objection to the proposed scheme. 6. In the affidavit it has been further stated that the Central Government has no objection to the proposed scheme. 6. No objection has been received to the scheme of arrangement from any other party, Mr. Anil Aggarwal, Director of the transferor and transferee companies and partner of transferor No. 2 has filed an affidavit dated 04.08.2012 confirming that neither the petitioner companies nor their legal counsel has received any objection pursuant to the citations published in the newspapers. 7. Even today, during the course of hearing, Mr. Rajiv Bahl, learned counsel for the Official Liquidator and Mr. K.S. Pradhan, Regional Director (Northern Region) on behalf of the ROC. State that they have no objection to the present scheme being sanctioned. 8. In view of the approval accorded by the shareholders and creditors of the petitioner companies, representations/reports filed by the Regional Director, Northern Region and the Official Liquidator attached with this Court to the proposed scheme of arrangement, there appears to be no impediment to the grant of sanction to the scheme of arrangement. Consequently, sanction is hereby granted to the scheme of arrangement under sections 391 to 394 of the Companies Act, 1956. The petitioner companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from receipt of the same. In terms of the provisions of Sections 391 to 394 of the Companies Act, 1956 and in terms of the scheme, the whole or part of the undertaken, the property, rights and powers of the transferor companies be transferred to and vest in the transferee companies without any further act or deed. Similarly, in terms of the scheme, all the liabilities and dues of the transferor companies be transferred to the transferee company without any further act or deed. Upon the scheme coming into effect, the transferor company shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law. 9. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/compliance with any other requirement which may be specifically required under any law. 9. Learned counsel for the petitioners states that the petitioner companies would voluntarily deposit a sum of Rs.1,00,000/- in the Common Pool Fund of the Official Liquidator within three weeks from today. The statement is accepted. 10. The petition is allowed in the above terms.