In Re: Amolak Diagnostic Private Limited

Sangeet Lodha, J.—This Company Petition has been filed under Sections 391 to 394 of Companies Act, 1956 (for short "Act"), by the petitioner-Amolak Diagnostic Private Limited (hereinafter referred to as ''Transferor Company'') seeking sanction of proposed Scheme of Amalgamation between Sanya Chemicals Private Limited (Transferor Company I), Amolak Diagnostics Private Limited (Transferor Company II), Medex Healthcare Private Limited (Transferor Company III), Medicave Diagnostic Centre Private Limited (Transferor Company IV), Medicave Medical Systems Private Limited (Transferor Company V) and Dr. Lal Path labs Private Limited (''Transferee Company''), whereby the entire undertaking of the Transferor Companies I to V, with assets and liabilities, upon the Scheme becoming effective, shall without any further act, instrument or deed, shall stand transferred to and vested in the Transferee Company, so as to become properties and liabilities of the Transferee Company.

The Petitioner-Transferor Company has its registered office situated at Corporate Tower, Plot No. 24-C, Madhuvan, Udaipur, within the jurisdiction of this Court. The Transferee Company has its registered office at S.K. House, 54, Hanuman Road, Delhi. It is informed that the Transferee Company and other Transferor Companies have applied for the sanction of the Scheme of Amalgamation before their respective jurisdictional High Court.

All the Transferor Companies including the Petitioner-Transferor Company involved in the Amalgamation are wholly owned subsidiaries of the Transferee Company and engaged in similar business of carrying out pathological and radiological investigation. The Scheme of Amalgamation between the Transferor Companies I to V and the Transferee Company stands approved by the Board of Directors of the Petitioner-Transferor Company, by adopting a resolution in its meeting held on 27.9.13.

The authorised share capital of the Petitioner-Transferor Company is Rs. 35,00,000/- divided into 3,50,000/- Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid up share capital of the Petitioner-Transferor Company is Rs. 18,00,000/- divided into 1,80,000/- Equity Shares of Rs. 10/- each.

The Petitioner-Transferor Company has 2 Equity Shareholders, 13 Unsecured Creditors and no Secured Creditor.

The Petitioner-Transferor Company had filed an application registered as Company Application No. 3/14, seeking directions for dispensing with the requirement of convening, holding and conducting separate meetings of its Equity Shareholders and Unsecured Creditors. Vide order dated 22.4.14 passed in the said Company Application, this court directed to hold separate meetings of Equity Shareholders and Unsecured Creditors of the Petitioner-Transferor Company on the date and time specified, for the purpose of considering and if thought fit, approving with or without modification the Scheme of Amalgamation. The Court appointed Mr. K.S. Lodha, Advocate and failing him Mr. Arjun Bhattar, Advocate, to be the Chairman of the meeting of Equity Shareholders of the Transferor Company. Mr. Arjun Bhattar, Advocate and failing him Mr. K.S. Lodha, Advocate was appointed to be Chairman of the meeting of the Unsecured Creditors of the Petitioner-Transferor Company.

The order dated 22.4.14 passed as aforesaid was modified by this court vide order dated 29.4.14, wherein Mr. Shreyansh Mehta, Advocate, Jodhpur and failing him Mr. Arjun Bhattar, Advocate, Jodhpur was appointed as Chairman for the Meeting of Equity Shareholders of the Petitioner Transferor Company. Mr. Arjun Bhattar, Advocate, Jodhpur and failing him Mr. Shreyansh Mehta, Advocate, Jodhpur was appointed as Chairman of the meeting of Unsecured Creditors of the Petitioner Transferor Company.

As per the directions of this court, notices of the meetings alongwith copy of the Scheme, Proxy Forms and Explanatory Statement under Section 393 of the Act, duly signed by the Chairman of the meetings were sent individually by post to all the Equity Shareholders and Unsecured Creditors of the Petitioner Transferor Company. The notices convening the meetings were also published in English Daily ''The Times of India'' and Hindi Daily ''Rajasthan Patrika'' dated 2.5.14 within the prescribed period.

The separate meetings of the Equity Shareholders and the Unsecured Creditors of the Petitioner-Transferor Company were held on 24.5.14 at its registered office.

The Scheme of Amalgamation between Sanya Chemicals Private Limited (Transferor Company I), Amolak Diagnostics Private Limited (Transferor Company II), Medex Healthcare Private Limited (Transferor Company III), Medicave Diagnostic Centre Private Limited (Transferor Company IV), Medicave Medical Systems Private Limited (Transferor Company V) and Dr. Lal Path labs Private Limited (''Transferee Company'') stands approved by the Equity Shareholders and Unsecured Creditors in their separate meetings held on 24.5.14 unanimously. In this regard, the reports of the Chairman of the meetings placed on record, are self explanatory.

Now, the Petitioner Transferor Company has preferred this petition seeking sanction of the Scheme of Amalgamation. Vide order dated 17.10.14 passed by this court, notice of the petition was directed to be issued to the Official Liquidator attached to this court, the Registrar of the Companies, Rajasthan and the Regional Director, Ministry of Corporate Affairs, North West Region, Ahmedabad. The notice of hearing was also directed to be advertised in the Hindi and English Daily Newspapers wherein, the notices of the meetings of Equity Shareholders and Unsecured Creditors of the Petitioner Transferor Company were published.

In response to the notice, the Official Liquidator put in appearance and preferred an application with the submission that for the purpose of making the report, examination of statutory records and books of accounts of the Transferor Company for last five years is requisite. It was submitted that examination of the statutory records and books of accounts is a specialized job and would particularly require expertise knowledge of accounts; and for such scrutiny and study, services of Chartered Account having experience in such matter, is required. Accordingly, vide order dated 20.2.15 passed by this court, the Official Liquidator was permitted to take the services of Mr. Ankur Soni, Chartered Accountant, Jodhpur. Further, the Official Liquidator was permitted to take services of Mr. Sanjay Nahar, Advocate, as prayed for.

The Official Liquidator has filed the report with the conclusion that the affairs of the Transferor Company has not been conducted in a manner prejudicial to the interest of its members and creditors and therefore, the Official Liquidator has no objection, if upon sanctioning of the Scheme of Amalgamation, the Transferor Company is ordered to be dissolved without winding up within the meaning of Section 394(1)(iv) of the Act.

The Regional Director, Corporate Affairs has filed an affidavit stating that the Ministry of Corporate Affairs vide its Circular No. 2/1/2014 dated 15.1.14 has directed that the Regional Director concerned shall invite specific comments from the Income Tax Department giving 15 days time to the Income Tax Department to inform objections, if any, to the proposed Scheme under Section 391 or 394, as the case may be and file the report on behalf of the Central Government. It is stated that the Directorate vide letter dated 11.11.14 requested the Chief Commissioner of Income Tax, Rajasthan, to give specific comments of the Income Tax Department about the proposed Scheme, however, no reply has been received from the Income Tax Department in this regard. It is stated that as per the report of the Office of Registrar of Companies, there are no complaints against the petitioner Company including any complaint/representation against the Scheme of Amalgamation of the Company. It is categorical stand of the Regional Director that the Scheme of Amalgamation is not prejudicial to the interest of Shareholders of the Petitioner Company and the public at large.

No other objection whatsoever against the grant of the sanction to the proposed Scheme of Amalgamation has been received from any other party till this date.

The Petitioner Transferor Company has filed a counter affidavit to the affidavit filed on behalf of the Regional Director, North Western Region, Ministry of Corporate Affairs, Ahmedabad categorically stating that the Petitioner Transferor Company shall comply with all the relevant provisions of the Income Tax Act, 1961 and the rules made thereunder as required for the implementation of the Scheme of Amalgamation, after it has been sanctioned by this court.

Mr. A.K. Rajvanshy, Assistant Solicitor General, appearing for the Regional Director submitted that in view of the categorical undertaking given by the Petitioner Transferor Company as aforesaid, the Directorate, Corporate Affairs has no objection against the sanction of the Scheme of Amalgamation.

As noticed hereinabove, all the Transferor Companies involved in Amalgamation are wholly owned subsidiaries of the Transferee Company and engaged in similar business of carrying out pathological and radiological investigation. In view of the approval accorded by the Equity Shareholders and Unsecured Creditors of the Petitioner Transferor Company; the opinion of the Regional Director, North-Western Region, Ministry of Corporate Affairs in terms that Scheme of Amalgamation is not prejudicial to interest of Shareholders of the Petitioner Transferor Company and public at large, the conclusion of the Official Liquidator that the affairs of the Transferor Company has not been conducted in a manner prejudicial to the interest of its members and creditors and since the Petitioner Transferor Company has undertaken to comply with all the statutory requirements and formalities, this court is of the opinion that Scheme of Amalgamation is fair and reasonable and therefore, deserves to be sanctioned.

Accordingly, the Company Petition is allowed. The Scheme of Amalgamation between the Transferor Company-M/s. Amolak Diagnostic Private Limited and the Transferee Company-M/s. Lal Path labs Private Limited and their respective shareholders and Creditors, is hereby sanctioned. The Scheme of Amalgamation shall form part of this order.

The order be drawn up in Form 42 in terms of Rule 84 of the Company (Court) Rules, 1959.

The Petitioner Transferor Company shall file certified copy of the order with the Registrar of Companies within a period of 30 days from the date of receipt of the same.

It may be 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 any, payable in accordance with any law or permission/compliance with any other requirement which may be specifically required under any law.

Any person interested shall be at liberty to apply to the Court in the above matter for any direction that may be necessary.

The Petitioner Transferor Company shall pay a sum of Rs. 50,000/- in common pool fund of Official Liquidator and shall pay the cost quantified at Rs. 10,000/- to the Regional Director, North Western Region, within a period of four weeks from the date of receipt of certified copy of this order.