Slocum Healthcare Private Limited Vs

Bhaskara Pantula Mohan, Member (Judicial)

Under consideration is Company Petition (CAA) 25 (PB)/2021 filed under Sections 230 to 232, of the Companies Act, 2013  ("the Act, 2013"), read with the Companies (Compromises, Arrangements 86 Amalgamations) Rules, 2016 (Rules, 2016). The purpose  of the  Company  Petition  is  to  obtain  sanction  of the Scheme of  Amalgamation  between Slocum Healthcare Private Limited  (Transferor Company-1), HCL Investments and Finance Private  Limited (Transferor  Company-2),  Vama  Sundari Investments (Delhi) Private  Limited  (Transferee  Company) and their respective shareholders and creditors.

The Transferor Company-1 is a private company limited by shares having its registered office at 44,  Friends Colony (East), New Delhi-110065. The Transferor Company-1 is engaged in the business of family healthcare centers to provide medical relief to public in all  branches of  medical science including  but  not limited to diagnosis of various diseases.

The Transferor Company-2 is a private company limited by shares having its registered office at 44, Friends Colony (East), New  Delhi-110065. The  Transferor Company-2 is engaged  in business as an investment company.

The Transferee Company 1 is a private company limited by shares having its registered office at CP-2,  Sector 8, IMT Manesar, Haryana-122051 and therefore, falls within the jurisdiction of NCLT, Chandigarh Bench. The Transferee Company is engaged in the business of investment activity.

The details of the Petitioner Companies as stated including the Authorized, Subscribed and Paid-up Share Capital as per the last Audited Balance Sheet as on 31.03.2020 is as under:

Sl.

No

Company

Date  of  Incorporation

Company Identification Number

Authorised Share  Capital

Subscribe, Issued and

Paid-up

Share

Capital

1.

Slocum  Healthcare

Private

Limited

03.05.2013

U851    90DL

2013     PTC2

51598

Rs 5,00,00,000  divided into 50,00,000  equity  shares  of Rs 10 each.

Rs 3,01,00,000 divided into 30,10,000 equity

shares of Rs 10 each

2.

HCL  Investments and

Finance Private Limited

12.09.2008

U659    20DL

2008    PTC1

83201

Rs 3,00,00,000 divided into  30,00,000  equity shares    of   Rs  10 each

Rs 2,51,00,000 divided into  25,10,000 equity shares of Rs

10 each.

It is stated that the Transferor Companies are wholly owned subsidiaries of  the Transferee Company. The advantages of amalgamation are that (a) it would result in simplification of the corporate structure and reduction of shareholding tiers and (b) it would also result in overall reduction in administrative, managerial  and  other  expenditure, operational  rationalization, organizational efficiency and optimum utilization of  various resources.

This Tribunal, vide its order dated 08.01.2021  disposed of the CA (CAA)-125(PB)/2020)  and inter alia,  dispensed with the meetings of the Equity Shareholders and Unsecured Creditors of the Transferor Companies. This Tribunal had further directed the Petitioner Companies to issue individual notices to the Statutory Authorities and the notices were accordingly issued.

The  Regional Director  has  filed  an  affidavit  and  observed that with reference to Clause  17 of the Scheme, the Transferee Company needs to comply with Section 232(3) (i) of the Act, 2013 and  pay  the difference  fee on consolidated authorized share capital of the Transferee Company after setting off the fee already paid by the Transferor Companies on their respective authorized share capital.  It is further stated that no prosecution has been filed and no inspection or investigation has been conducted in respect  of the  petitioner Companies.  The  Petitioner Companies replied on  18.06.2021 to the observations made by the Regional Director.

The  Official Liquidator filed its report on 10.03.2021, wherein, it is stated (in paragraph 15) that no complaint has been received  against the proposed  Scheme  of Amalgamation of the Petitioner Companies,  from  any person/party interested in the Scheme, in any manner till the date of filing of this report. It has been further submitted in the said report (in paragraph 16) that on  the basis of  the  information submitted  by  the  Petitioner Companies,  it  is  of the  view that  the  affairs  of the  Petitioner Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest.

As seen from records the Income Tax Department (IT Dept) has not filed any report however, in order to protect the interest of the Revenue, it is clarified that there shall be no limitation on the power of  the IT  Dept  for  recovery of  pending  IT dues, including  imposition  of penalties  etc.  as  provided  in  law.  The Scheme [clause 14.1 at pg 37] provides for the treatment of taxes.

The Certificates of the respective statutory auditors of the Petitioner Companies have been placed on record, to the effect that the accounting treatment provided for in the Scheme, is in conformity with applicable accounting standards notified under Section 133 of the Act, 2013.

The appointed date of the Scheme is 01.04.2020 (pg 29 of the petition).

In view of the foregoing, there appears to be no impediment in sanctioning the Scheme, which appears to be fair and reasonable and not contrary to public policy or violative of any provisions of law. All the statutory requirements of Sections 230-232 of the Act, 2013 appear to have been complied with. Taking into consideration the above facts, the Company Petition is hereby  allowed,  and  the  Scheme  annexed  with  the  Petition  is hereby sanctioned.

While  approving the  Scheme  as  above,  we  further  clarify that this order should not be construed as an order in any way granting exemption from payment of stamp duty,  taxes or any other charges, if any, and payment in accordance with law or in respect to any permission/  compliance with any other requirement, which may be specifically required under any law. Further, the Petitioner Companies shall be bound to comply with the statutory requirements in accordance with law.

The Petitioner Companies shall be at liberty to apply to this Tribunal for any directions that may be necessary in the above matter.

The  Petitioners  shall,  however,  remain  bound  to  comply with the statutory requirements in accordance with law.

Notwithstanding the above, if there is any deficiency found or,  violation  committed  qua  any  enactment, statutory  rule  or regulation, the sanction granted by this court to the Scheme will not come in the way of action being taken, albeit, in accordance with law, against the concerned persons, directors and officials of the Petitioner Companies.

The Petitioner Companies shall file the certified copy of this Order  with  the  Registrar  of Companies  within  30  days  of the receipt of the order.

The Order of sanction to this Scheme shall be prepared by the Registry as per the relevant format provided under the Rules, 2016.

Accordingly, the Scheme stands sanctioned and CP (CAA) -25 (PB)/ 2021 stands disposed of.