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2016 (4) TMI 678 - HC - Companies LawScheme 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, Saraswati Kunj, DLF Golf Course Road, Gurgaon of Transferor/Demerged/Petitioner No. 1 Company shall be demerged into Alchemist Hospitals (Gurgaon) Pvt. Ltd. i.e. Transferee/Resulting/Petitioner No. 2 Company. The undertaking given by the petitioner companies shall be complied with. The Scheme shall be binding on the Demerged and Resultant companies, their respective Shareholders, Creditors and all concerned. Let formal order of sanction of the Scheme of Arrangement be drawn in accordance with law and its certified copy be filed with the Registrar of Companies within 30 days from the date of receipt thereof.
Issues involved:
Sanctioning of Scheme of Arrangement involving demerger of a hospital into two companies, compliance with procedural requirements under the Companies Act, 1956 and the Companies Act, 2013, evaluation of assets and liabilities, approval of scheme by the Board of Directors, violations of Section 117(3) of the Act, investigations by SEBI, confirmation of no pending investigations under relevant laws. Analysis: 1. Scheme of Arrangement and Demerger: The petition involves seeking sanction for a Scheme of Arrangement for the demerger of a Hospital situated in Gurgaon into two companies. The Demerged Undertaking is to be demerged into a Transferee/Resulting Company as per the scheme. 2. Compliance with Procedural Requirements: The Board of Directors of both the Demerged and Resulting Companies have approved the scheme in their respective meetings, fulfilling a crucial procedural requirement. The court had earlier dispensed with the need for equity shareholders' meetings but directed meetings of secured and unsecured creditors of the Transferor Company. 3. Evaluation of Assets and Liabilities: The Regional Director raised concerns about the evaluation of assets and liabilities of the Demerged Undertaking. The Official Liquidator highlighted the need for compliance with Section 117(3) of the Act regarding filing resolutions with the Regional Director within a specified timeframe. 4. Investigations and Compliance: The Regional Director noted investigations recommended under Section 212 of the Companies Act, 2013, against certain entities, although no actions had been taken. The petitioner companies clarified their compliance with tax laws and asserted no involvement in investigations by SEBI. 5. Confirmation of Compliance: The authorised representative of the petitioner companies addressed the concerns raised by the Regional Director, emphasizing that the assets and liabilities would be transferred based on book values, and compliance with filing requirements had been met. The companies confirmed no pending investigations under relevant laws. 6. Sanction of Scheme: After considering all facts, procedural requirements, and the report of the Regional Director, the court sanctioned the Scheme of Arrangement, binding the Demerged and Resultant companies, shareholders, creditors, and all concerned parties. The companies were directed to comply with the sanctioned scheme within the specified timeframe. 7. Further Directions: The court ordered the formal sanction order to be drawn, filed with the Registrar of Companies, and published in designated newspapers and gazettes. Interested parties were granted liberty to seek directions from the court as per law. 8. Voluntary Deposit: The petitioner companies volunteered to deposit a specified sum in the Common Pool Fund Account of the Official Liquidator, which was accepted by the court. This detailed analysis encapsulates the key legal aspects and procedural steps involved in the judgment regarding the sanctioning of the Scheme of Arrangement by the High Court of Punjab and Haryana.
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