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TMI Blog2020 (3) TMI 525X X X X Extracts X X X X X X X X Extracts X X X X ..... kland Hospitals Ltd to M/s Medeor Hospitals Ltd. Hence this appeal is filed in the name of Medeor Hospitals Ltd. 3. The Appellant i.e. M/s. Medeor Hospitals Limited formerly known as Rockland Hospitals Ltd was incorporated on 4.8.2004 under the Companies Act, 1956 as a public limited company having its registered office at B-33-34, Qutub Institutional Area, New Delhi- 110 016. The appellant company is the wholly owned subsidiary company of VPS Healthcare Private Limited, which is having its registered office at Royal Towers, Door No.-41/113 E, Marottichuvadu Road, Edapally, Kochi Ernakulam Kerala 682 024. The Appellant Company has a total of 8 equity shareholders. While the holding Company M/s. VPS Health Care Private Limited is holding almost 100 % of the issued share capital, 7 other shareholders are holding one share each on behalf of M/s. VPS Health Care Private Limited. The Management of the company is of the view that it can effectively carry out its business as a private limited entity without impacting or affecting debts, liabilities, obligations, or contracts incurred or entered into by or on behalf of the company. Its funds requirements are primarily met by its sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esent Petition. As per the prescribed procedure on 16.1.2018 in regard to conversion of appellant company public notice was published in English and Hindi newspaper i.e. Indian Express and Jansatta. 5. On 29.1.2018 Shri Prabhat Kumar Srivastava and Shri Rishi Kumar Srivastava filed objections before the NCLT. 6. The NCLT after elaborate discussion found that the petition was delayed as filed after three months from the date of passing of special resolution. In the notice for EOGM no reasons have been assigned for giving shorter notice and Board resolution of the holding company has not been filed. It is also seen by the NCLT that on 17.10.2016 statutory auditor has resigned and on same date new auditor M/s Dayanand Yadav & Co was appointed and the new auditor signed the balance sheet on the same date, it raises a doubt as to how in one day new auditor can conduct the audit. Two independent directors resigned after passing of resolution for conversion, this fact is not mentioned in the petition. It is also found that the claims of two objectors namely Mr. Prabhat Kumar Srivastava and Mr. Rishi Kumar Srivastava and M/s Ernest and Young LLP are pending before Arbitral Tribunal. Duri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Ltd. Hence sub-rule (1) of Rule 4 of Companies (Appointment and Qualifications of Directors) Rules 2014 would not be applicable to the appellant company. Thus appellant company is not required to appoint independent directors. It is true that during the pendency of these proceedings two independent directors of the company have resigned and one new director has been appointed. This fact does not affect the proceedings in any manner. 12. It is also submitted that the appellant company has settled the claims with all the objectors and filed their no dues certificates. So far as the objection of Ernest and Young is concerned the conversion of the appellant company shall not affect the responsibility and liabilities of either of the party as per the agreement. In such circumstances the impugned order be set aside and appellant company be permitted for conversion of public limited company to private limited company. 13. Registrar of Companies, New Delhi has been impleaded as Respondent in this appeal. However, they have not raised any objection in allowing the appeal. 14. Having considered the oral and written submissions, we have perused the record. 15. Firstly we have considered ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany. The holding company vide Board Resolution dated 17.6.2017 severally authorized Dr. Shamsheer V.P., Managing Director and Mr Hafiz Ali, Director of the company to act as representatives of the company to attend and vote at any Meeting of the Members for an on behalf of the company (See Board Resolution at Page 1019 Vol 7 of Paper Book). Thus Dr. Shamsheer, Managing Director being a representative of holding company attended the EOGM dated 14.8.2017 of the appellant company. 21. We have gone through the Board Resolution of holding company dated 17.6.2017, written consent of share holders for shorter notice and the resolution dated 14.8.2017. We find no illegality or irregularity in passing resolution dated 14.8.2017. 22. Appellant company vide appointment letters dated 2.9.2016 (See page 1128 of Vol.7) appointed M/s Dayanand Yadav & Co Tax Auditor and after appointment M/s Daya Nand Yadav & Co had reviewed and signed the financial statements for the FY 2015-16. In such circumstances the explanation given by the appellant company is satisfactory as to how M/s Daya Nand Yadav & Co has signed the financial statements for the year 2015-2016. 23. Mr. Aditya Kumar Bhandari erstwhi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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