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2016 (4) TMI 678 - HIGH COURT OF PUNJAB AND HARYANA

2016 (4) TMI 678 - HIGH COURT OF PUNJAB AND HARYANA - TMI - Scheme of Demerger - Held that:- 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, Saraswa .....

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cordance with law and its certified copy be filed with the Registrar of Companies within 30 days from the date of receipt thereof. - CP NOS. 145 & 71 OF 2015 (O & M) - Dated:- 11-1-2016 - RAJESH BINDAL, J. For the Appellant : Anil Kumar Aggarwal For the Respondent : Deepak Aggarwal and D.K. Singh ORDER 1. In this petition, the petitioner companies seek sanctioning of Scheme of Arrangement (Annexure P-23), vide which Demerged Undertaking i.e. Hospital situated at Sector-53, Saraswati Kunj, DLF Go .....

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nexed 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, however, meetings of secured and unsecured creditors of the .....

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, notice of the petition was directed to be issued to Regional Director, Ministry of Corporate Affairs, Noida. Notice was also directed to be published in 'Indian Express' (English) in Delhi as well as Chandigarh Editions and 'Dainik Tribune' (Hindi) in Chandigarh Edition and in the official Gazette of Government of Haryana. The aforesaid order has been complied with and an affidavit to this effect has been placed on record. 7. Pursuant thereto, the Official Liquidator has placed .....

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itted 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 .....

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5. However, the petitioner companies have violated the provisions of Section 117(3) of the Act by not complying with the provisions of Section 117(3) read with Section 179(3) of the Act by filing such resolution (e-form MGT-14) with the office of the Regional Director within a period of thirty days of the passing of the resolution. 9. In response to the queries raised by the Regional Director, Prabhjot Singh, Assistant Manager (Finance & Accounts) of the petitioner companies, has filed his a .....

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ties of the demerged undertaking evaluated afresh as observed by the Regional Director. 10. With regard to inspection/investigation proceedings initiated by the Securities and Exchange Board of India (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 Limite .....

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ies, with additional fee. 12. Heard learned counsel for the parties and perused the paper book. 13. With regard to the issues of aforesaid procedural violations, raised by the Regional Director, it has been submitted by the authorised representative of the petitioner-companies in his affidavit that since all the assets and properties and all the debts and liabilities of the Demerged undertaking shall be transferred to the Resulting Company, at value appearing the books of account, therefore, the .....

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dditional fee. The undertaking given by the authorised representative of the petitioner companies with regard to income tax liabilities shall be complied as and when the need arise. Thus, the aforesaid issues raised by the Regional Director do not survive any longer in view of the affidavit filed by the representative of the petitioner companies. 14. The petitioner-companies have confirmed that there are no investigations or proceedings pending against them under Sections 235 to 251 of the Compa .....

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