Delhi High Court
Comet Healthcare And Consulting ... vs ... on 25 May, 2015
Author: Sudershan Kumar Misra
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 73/2015
Reserved on 21st May, 2015
Date of pronouncement: 25th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Sections 391 & 394 of the
Companies Act, 1956 read with Rule 9 of the
Companies (Court) Rules, 1959
Scheme of Amalgamation of:
Comet Healthcare and Consulting Private Limited
Applicant/Transferor Company No. 1
RG Medicity Private Limited
Applicant/Transferor Company No. 2
R.B. Medicare Limited
Applicant/Transferor Company No. 3
WITH
R.G. Scientific Enterprises Private Limited
Applicant/Transferee Company
Through Mr. Kunal Juneja and
Mr.Karan Mehra, Advocates for the
applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Sections 391 & 394 of
the Companies Act, 1956 read with Rule 9 of the Companies (Court)
rules, 1959 by the applicant companies seeking directions of this court to
dispense with the requirement of convening the meetings of their equity
shareholders, secured and unsecured creditors to consider and approve,
with or without modification, the proposed Scheme of Amalgamation of
Comet Healthcare and Consulting Private Limited (hereinafter referred to
as the transferor company no. 1); RG Medicity Private Limited
(hereinafter referred to as the transferor company no. 2); and R.B.
Medicare Limited (hereinafter referred to as the transferor company no.3)
with R.G. Scientific Enterprises Private Limited (hereinafter referred to as
the transferee company).
2. The registered offices of the transferor and transferee companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The transferor company no. 1 was originally incorporated under the
Companies Act, 1956 on 7th December, 2010 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of Comet Education Services Private Limited. The company
changed its name to Comet Healthcare & Consulting Private Limited and
obtained the fresh certificate of incorporation on 7th December, 2010.
4. The transferor company no. 2 was incorporated under the
Companies Act, 1956 on 28th January, 2005 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the
Companies Act, 1956 on 25th August, 1993 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferee company was originally incorporated under the
Companies Act, 1956 on 28th February, 1986 with the Registrar of
Companies, NCT of Delhi & Haryana at New Delhi under the name and
style of R.G. Scientific Enterprises Private Limited. The company
changed its name to R.G. Scientific Enterprises Limited and obtained a
fresh certificate of incorporation on 24th September, 2007. The company
again changed its name to R.G. Scientific Enterprises Private Limited
and obtained the fresh certificate of incorporation on 17th February, 2011.
7. The present authorized share capital of the transferor company
no.1 is Rs.12,50,00,000/- divided into 1,25,00,000 equity shares of
Rs.10/- each. The issued, subscribed and paid-up share capital of the
company is Rs.12,07,66,670/- divided into 1,20,76,667 equity shares of
Rs.10/- each.
8. The present authorized share capital of the transferor company
no.2, is Rs.10,00,000/- divided into 1,00,00 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,00,000/- divided into 10,000 equity shares of Rs.100/- each.
9. The present authorized share capital of the transferor company
no.3 is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/-
each. The issued, subscribed and paid-up share capital of the company
is Rs.1,18,34,000/- divided into 11,83,400 equity shares of Rs.10/- each.
10. The present authorized share capital of the transferee company is
Rs.5,00,00,000/- divided into 5,00,000 equity shares of Rs.100/- each.
The present issued, subscribed and paid-up share capital of the
company is Rs.2,34,10,600/- divided into 2,34,106 equity shares of
Rs.100/- each.
11. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheets, as on 31st March, 2014, of the transferor and
transferee companies, along with the report of the auditors, have also
been filed.
12. A copy of the Scheme of Amalgamation has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavits. It is
submitted by the applicants that the objective of the Scheme is to enable
appropriate consolidation of activities of the transferor companies and the
transferee company with pooling and more effective utilization of their
resources, reduction in overhead and other expenses, improvement in
various operating parameters and synergy benefits which will help to
streamline the corporate structure of the group.
13. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor companies in the following ratio:-
"49 equity shares of Rs.100/- each of the transferee company
for every 6336 equity shares of Rs.10/- each held in the
transferor company no. 1."
"01 equity share of Rs.100/- each of the transferee company
for every 1000 equity shares of Rs.10/- each held in the
transferor company no. 2."
"01 equity share of Rs.100/- each of the transferee company
for every 1000 equity shares of Rs.10/- each held in the
transferor company no. 3."
14. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant companies.
15. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 10th November, 2014 have
unanimously approved the proposed Scheme of Amalgamation. Copies
of the Resolutions passed at the meetings of the Board of Directors of
the transferor and transferee companies have been placed on record.
16. The transferor company no. 1 has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both the
unsecured creditors have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meetings of the
equity shareholders and unsecured creditors of the transferor company
no. 1 to consider and, if thought fit, approve, with or without modification,
the proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 1, as on 3rd March, 2015.
17. The transferor company no. 2 has 02 equity shareholders and 01
unsecured creditor. Both the equity shareholders and the only unsecured
creditor have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. Their consents/no objections have
been placed on record. They have been examined and found in order. In
view thereof, the requirement of convening the meetings of the equity
shareholders and unsecured creditor of the transferor company no. 2 to
consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company no. 2, as on 31st March, 2014.
18. The transferor company no. 3 has 09 equity shareholders. All the
equity shareholders have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meeting of the
equity shareholders of the transferor company no. 3 to consider and, if
thought fit, approve, with or without modification, the proposed Scheme
of Amalgamation is dispensed with. There is no secured or unsecured
creditor of the transferor company no. 3.
19. The transferee company has 06 equity shareholders. Learned
counsel for the applicants has submitted that transferor company no. 1 is
one of the shareholders of the transferee company, and its consent is not
required since the company is itself a part of the Scheme. The remaining
05 equity shareholders have given their consents/no objection in writing
to the proposed Scheme of Amalgamation. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meeting of the
equity shareholders of the transferee company to consider and, if thought
fit, approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with.
20. The transferee company has 07 secured creditors. Learned
counsel for the applicants has submitted that the loan of two secured
creditors namely HDFC Bank and Kotak Mahindra Bank Limited have
been paid off in full and the loan closure letter from the HDFC Bank and a
certificate of the Chartered Accounting certifying that the loan of Kotak
Mahindra Bank Limited has been paid off in full has been placed on
record. The remaining 05 secured creditors have given their consents/no
objection in writing to the proposed Scheme of Amalgamation. Their
consents/no objections have been placed on record. They have been
examined and found in order. In view thereof, the requirement of
convening the meeting of the secured creditors of the transferee
company to consider and, if thought fit, approve, with or without
modification, the proposed Scheme of Amalgamation is dispensed with.
21. The transferee company has 04 unsecured creditors. Learned
counsel for the applicants has submitted that transferor company no. 1 is
one of the unsecured creditors of the transferee company representing
4.29% of the total unsecured debt, and its consent is not required since
the company is itself a part of the Scheme. 02 out of the remaining 03
unsecured creditors representing 77.20% in value of the total unsecured
debt have given their consents/no objection in writing to the proposed
Scheme of Amalgamation. Their consents/no objections have been
placed on record. They have been examined and found in order. In view
thereof, the requirement of convening the meeting of the unsecured
creditors of the transferee company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with.
22. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 25, 2015
