Delhi High Court
Lemon Exim Pvt Ltd vs Vinton Healthcare Ltd on 15 December, 2010
Author: Sanjiv Khanna
27.
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 221/2010
Date of decision: 15th December, 2010
LEMON EXIM PRIVATE LIMITED.........Transferor Company.
AND
VINTON HEALTHCARE LIMITED....Transferee Company.
Through Ms.Shally B. Maheshwari, Mr.
Sameer Sagar, Ms. Barsa Mishra,
Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. This application under Sections 391 and 393 of the Companies
Act, 1956 (Act, for short) has been filed by Lemon Exim Private Limited
(Transferor Company) and Vinton Healthcare Limited (Transferee
Company) in respect of scheme of arrangement, which has been
enclosed as Annexure-D to this application.
2. In the application, details with regard to the date of incorporation
of the transferor and transferee company, their authorized, subscribed,
issued and paid up share capital have been stated. Registered office of
the transferor company and the transferee company are located within
the National Capital Territory of Delhi. Along with the application, the
transferor company and the transferee company have enclosed copy of
their Memorandum and Articles of Association. The latest audited
balance sheet as on 31st March, 2010 and unaudited balance sheet as on
30th October, 2010 of the transferee company have been placed on
record. The transferor company was incorporated only on 8 th
November, 2010 and the unaudited balance sheet of the said company
for the period ending 30th November, 2010 has been enclosed. As per
the said balance sheet, the transferor company does not have any fixed
COMPANY APPLICATION (M) NO. 214/2010 Page 1
assets. The shareholders' fund indicate that the authorized and paid up
share capital is Rs.1,00,000/- and Rs.94,340/- is available in the
cash/bank balance. Rs.5,660/- has been incurred as expenditure.
4. The transferor company has 2 shareholders as per the list at page
111 and the said shareholders have given their consents/no objection
certificates to the proposed scheme of arrangement. The said
certificates have been enclosed at pages 112 and 113 of the application.
The transferor company does not have any secured or unsecured
creditors (paragraph 24 of the petition) as per the provisional/unaudited
balance sheet for the period ending 30th November, 2010 placed on
record. In these circumstances, the need and requirement to convene
and hold meeting of the shareholders of the transferor company is
dispensed with. Meeting of the creditors of the transferor company is
not required to be held as the transferor company does not have
secured or unsecured creditors.
5. The transferee company has 7 equity shareholders and 1
preference shareholder as per the list at pages 197,198 and 199. The
said equity shareholders and the preference shareholder have given
their consents/no objection certificates to the proposed scheme, which
have been enclosed at page 201 to 218. In view of the no objection
certificates given by the equity shareholders and the preference
shareholder to the scheme of arrangement, the need and requirement
to convene and hold meeting of the equity shareholders and the
preference shareholder of the transferee company is dispensed with. It
is stated that the transferee company does not have any secured
creditor (paragraph 25 of the petition). List of unsecured creditor has
been enclosed at page 200 of the application. The transferee company
has four unsecured creditors to whom Rs.1,126,135,588/- is due and
payable. Wockhardt Limited, the holding company of the transferee
company is one of the unsecured creditors of the transferee company
COMPANY APPLICATION (M) NO. 214/2010 Page 2
and an amount of Rs.1,126,119,833 is due and payable to them. The said
company has given its consent/no objection certificate to the proposed
scheme of arrangement, which has been enclosed at page 219 of the
application. The total amount due and payable to three other creditor is
about Rs.16,000/-.
6. Keeping in view the no objection certificate given by Wockhardt
Limited and the total amount due and payable to three other unsecured
creditors, the need and requirement to convene and hold meeting of
the unsecured creditors of the transferee company is dispensed with. It
is stated in the application that no proceedings under Sections 235 to
251 of the Act are pending against the transferor company and the
transferee company.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
DECEMBER 15, 2010
NA
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