Paragon Healthcare Pvt Ltd vs ..
2012 Latest Caselaw 4696 Del

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*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                              Date of Judgment:08.08.2012

+      CO.PET. 202/2012

       PARAGON HEALTHCARE PVT LTD               ..... Petitioner
                   Through Mr. P. Nagesh, Advocate for the
                           petitioner.
                           Mr. K.S. Pradhan, Regional
                           Director (Northern Region) on
                           behalf of the ROC.
                           Mr. Rajiv Bahl, Adv. for the
                           Official Liquidator.

                    versus

       ..                                           ..... Respondent
                             Through

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

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 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 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.

INDERMEET KAUR, J

AUGUST 08, 2012 nandan