Comet Healthcare and Consulting Private Limited and Others vs R.G. Scientific Enterprises Private Limited

Sudershan Kumar Misra, J.

This joint application has been filed under Sections 391 and 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).

The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.

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 and Haryana at New Delhi under the name and style of Comet Education Services Private Limited. The company changed its name to Comet Healthcare and Consulting Private Limited and obtained the fresh certificate of incorporation on 7th December, 2010.

The transferor company No. 2 was incorporated under the Companies Act, 1956 on 28th January, 2005 with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi.

The transferor company No. 3 was incorporated under the Companies Act, 1956 on 25th August, 1993 with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi.

The transferee company was originally incorporated under the Companies Act, 1956 on 28th February, 1986 with the Registrar of Companies, NCT of Delhi and 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.

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.

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.

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.

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.

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.

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.

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."

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.

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.

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.

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.

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.

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.

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.

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.

The application stands allowed in the aforesaid terms.

Dasti.