9911796707
TMI Blog2016 (4) TMI 678X X X X Extracts X X X X X X X X Extracts X X X X ..... is averred in the petition that the registered office of the petitioner companies is situated at Panchkula. 3. Main objects of the Transferor/Demerged/Petitioner No. 1 Company and Transferee/Resulting/Petitioner No. 2 Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P-5 and P-11, respectively. 4. The Board of Directors of the Demerged Company and Resulting Company have approved the said Scheme in their respective meetings held on 11.3.2015, vide resolutions Annexures P-1 and P-2, respectively. 5. Earlier vide order dated 15.5.2015 passed in CP No. 71 of 2015, this Court dispensed with convening of meetings of equity shareholders of both the petitioner-companies, howeve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferee Company as on appointed date. He has further submitted in para 10.2 (ii) that as per records maintained in his office, no inspection/investigation is being carried out against the captioned companies. However, a report recommending investigation under Section 212 of the Companies Act, 2013 (for short, 'the 2013 Act') against Alchemist Holding Limited and its associates including the Demerged Company was sent to the Directorate and forwarded to the Ministry. But nothing has been received in the matter. It has further been reported that his office in the matter of Alchemist Holdings Limited had already submitted a comprehensive report dated 5.1.2015 recommending investigation under Section 212 of the Act by Serious Fraud Invest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndia (SEBI) is concerned, learned counsel for the petitioner-companies submitted that Alchemist Holdings Limited is neither a demerged company nor the resulting company. In the present petition Alchemist Hospitals Limited is the Transferor/Demerged Company and Alchemist Hospitals (Gurgaon) Private Limited is the Transferee/Resulting Company. He has further submitted that none of the directors of Alchemist Holdings Limited is a director of the petitioner companies. 11. Learned counsel for the petitioner-companies further submitted that the petitioner companies have complied with the provisions of Section 117(3) read with Section 179(3) of the Act by filing resolution (e-form MGT-14) with the office of the Regional Director vide Annexure-3 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pending against them under Sections 235 to 251 of the Companies Act, 1956 (for short, 'the 1956 Act') or under any provisions of Monopolies & Restrictive Trade Practices Act, 1969. 15. For the reasons afore-stated and on consideration of all the relevant facts and the procedural requirements contemplated under the 1956 Act and the 2013 Act and the relevant Rules and on due consideration of the report of Regional Director, Northern Region, Ministry of Corporate Affairs and the Scheme of Arrangement is hereby sanctioned. The assets and liabilities of the "Demerged Undertaking i.e. Hospital situated at Sector-53, Saraswati Kunj, DLF Golf Course Road, Gurgaon" of Transferor/Demerged/Petitioner No. 1 Company shall be demerged into Alche ..... X X X X Extracts X X X X X X X X Extracts X X X X
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