Mobimed Healthcare Services Private Limited And Ors vs Glider Investment Private Limited

Ch. Mohd. Sharief Tariq, J

Under consideration is the CAA- 117/ND/2019 filed under Sections 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The present petition has been filed by the Petitioner Companies named above for the purpose of the approval of the Scheme of Amalgamation, as contemplated between the Companies and its Shareholders by way of Amalgamation of Transferor Companies with the Transferee Company. As per the Scheme of Amalgamation (in short, 'Scheme'), "Mobimed Healthcare Services Private Limited" "Topmost Investment Private Limited" "Y.K. Securities Private Limited" (hereinafter referred to as 'Transferor Companies') are proposed to be merged with "Glider Investments Private Limited" (hereinafter referred to as 'Transferee Company') as a going concern.

The Transferor Company number 1 viz., Mobimed Healthcare Services Private Limited is a public limited company, incorporated on 13th June 2011, under the Companies Act, 1956. The registered office is at 12th floor, Videocon Tower, Block E-1, Jhandewlan Extension, New Delhi-110055. Its CIN is U74130DL2011PTC220837. The main object of the Transferor company No. 1 is to provide, make available or sell a broad spectrum of healthcare assistances and services to any person including hospitals, clinics, pharmaceutical companies, medical device manufacturers etc.

The Transferor Company number 2 viz., Topmost Investments Private Limited is a private limited company, incorporated on 23rd November 1995, under the Companies Act, 1956. The registered office is at 12th floor, Videocon Tower, Block E-1, Jhandewlan Extension, New Delhi-110055. Its CIN is U74899DL1995PTC074082. The main object of the Transferor company No. 2 is to act as agents, sub agents, sub brokers and underwriters and manage on behalf of individuals firms, companies, government institutions and to provide services for and as merchant bankers and share registrars and manager to public issue.

The Transferor Company number 3 viz., YK Securities Private Limited is a private limited company, incorporated on 23rd November, 1995, under the Companies Act, 1956. The registered office is at 12th floor, Videocon Tower, Block E-1, Jhandewlan Extension, New Delhi-110055. Its CIN is U74899DL1995PTC074083. The main object of the Transferor company No. 3 is to act as agents, sub agents, sub brokers and underwriters and manage on behalf of individuals firms, companies, government and provide services for and as merchant bankers and share registrars and manager in public issues.

The Transferee Company, Glider Investments Private Limited is a private limited company was incorporated on 23rd November 1995, under the Companies Act, 1956. The registered office is at 12th floor, Videocon Tower, Block E-1, Jhandewlan Extension, New Delhi-110055. Its CIN is U74899DL1995PTC074081. The main object of the Transferee company is to act as agents, sub agents, sub brokers and underwriters and manage on behalf of individuals firms, companies government institutions. To provide services for and as merchant bankers and share registrars and manager to public issues.

The Board of Director of the Transferor and Transferee Company have approved the present Scheme at their respective meetings dated 1.05.2019. The other necessary requirements have also been fulfilled as per the Order dated 11.07.2019 passed by this Bench in CA (CAA) - 96(ND)/2019.

It is submitted that the scheme will result in consolidation and simplification of the group structure, cost savings resulting from rationalization, standardization and simplification of business processes and avoiding unnecessary duplication of costs of administration, distribution, selling and marketing and reduction in legal and regulatory compliances.

The Counsel appearing for the Petitioner Companies has submitted that upon Scheme becoming effective, the past track record of the transferor companies including without limitation, the experiences, credentials and market share shall be deemed to be the track record of the Transferee company for all commercial and regulatory purposes including for the purposes of eligibility, standing, evaluation and participation of the transferee company in all existing and future bids, tenders and contracts of all authorities, agencies and clients.

The Regional Director, has filed the report on 17.12.2019 in which he raised certain objections; however, petitioner companies have filed their reply dated 21.1.2020 in which the objections of the RD had been addressed and duly satisfied and there are no impediments in sanctioning of the present scheme.

The Income Tax department didn't filed the report despite of various reminders by the Tribunal.

The Official Liquidator (In short, 'OL') in his Report dated 29.11.2019, based on the information submitted by the Petitioner Companies is of the view that the affairs of the Transferor companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable.

Para 11 of the Scheme provides that upon the scheme becoming effective, the transferee company shall account for the amalgamation in its books as per pooling of interest method prescribed under accounting standard (AS) 14, Accounting for amalgamations specified under section 133 of the companies act 2013 read with rule 7 of companies rules, 2014 and other generally accounting principles.

There is no additional requirement for any modification and the Scheme of Amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Sections 230 to 232 of the Companies Act, 2013.

Taking into consideration the above facts, the Company Petition is allowed and the Scheme of Amalgamation annexed with the Petitions is hereby Sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 01.04.2018.

While approving the Scheme as above, it is further 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, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law.

The Companies to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the working of the said Scheme.

A certified copy of this Order shall be filed with the concerned Registrar of Companies (ROC) within 30 days of the receipt of this Order.

The Transferor Companies shall be dissolved without winding up from the date of the filing of the certified copy of this Order with the concerned Registrar of Companies.

Upon receiving the certified copy of this Order, the RoC concerned is directed to place all documents relating to the Transferor Companies with that of the Transferee Company and the files relating to the Transferor Companies shall be consolidated with the files and records of the Transferee Company.

The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 14.12.2016.

Accordingly, the Scheme stands sanctioned and CAA - 117/ND/2019 stands disposed of.