C.P. No.41 of 2009 (O&M) -1- IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT CHANDIGARH C.P. No.41 of 2009 (O&M) Date of Decision:06.03.2009 IN THE MATTER OF The Tagore Hospital (P) Ltd., having its registered office at Banda Bahadur Nagar, Mahavir Marg, Jalandhar-144 008 .................Transferor/Company AND The Tagore Heart Care and Research Centre (P) Ltd., having its registered office at Banda Bahadur Nagar, Mahavir Marg, Jalandhar- 144 008. Present: Mr. Deepak Suri, Advocate for the petitioner. CORAM:HON'BLE MR. JUSTICE K. KANNAN 1. Whether Reporters of local papers may be allowed to see the judgment ? 2. To be referred to the Reporters or not ? 3. Whether the judgment should be reported in the Digest ? -.- K. KANNAN J. (ORAL) C.A. No.193 of 2009 Application allowed. Exemption from filing certified/fair typed copies of Annexure P-1 to P-25 and permission to file photo copies of the same is granted. C.P. No.41 of 2009 1. The petition has been filed under Sections 391 of the Companies Act seeking for sanctioning the Scheme for Amalgamation as a going concern and directions for dispensing with the requirement to convene the meetings of the Shareholders, Secured and Unsecured Creditors of the companies. The Transferor Company-The Tagore C.P. No.41 of 2009 (O&M) -2- Hospital (P) Ltd was originally incorporated under the provisions of the Companies Act, 1956 on 01.07.1985 as a private limited company having its registered office at Banda Bahadur Nagar, Mahavir Marg, Jalandhar. The main objects of the Transferor Company are to construct, erect, acquire, maintain, alter and run hospitals, nursing homes, maternity homes and all other types of health centres and to work as physicians, surgeons, gynecologist, orthopaedic, dentist, otogist, radiologist, pathologist, opathalmogist and medical consultants in general. The authorized share capital of the Transferor Company is Rs.2,00,000/- divided into 2000 equity shares of Rs.100/- each. The issued, subscribed and paid up share capital of the company is Rs.1,12,000/- divided into 1120 equity shares of Rs.100/- each. 2. The Transferee Company-The Tagore Heart Care and Research Centre (P) Ltd. was incorporated under the provisions of the Companies Act, 1956 on 09.03.1994 as a private limited company having its registered office at Banda Bahadur Nagar, Mahavir Marg, Jalandhar (Pb.). The main object of the Transferee Company to carry on the business as to acquire, establish and maintain one or more hospital/hospitals, nursing home(s) for medical aid, relief and treatment of all parts of the body of the general public in all the branches of medical sciences and to set up, install purchase, import on lease or otherwise acquire land and building and all other movable and immovable property including Heart Lung Machine, Angiography Machine, I.C.C.U. Equipments, Computers or any other medical plant and machinery for heart scanning and imaging or for diagnosing like body scanning, head scanning, X-Ray and medical apparatus, C.P. No.41 of 2009 (O&M) -3- appliances. The authorized share capital of the Transferee Company is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.1,95,65,920/-/- divided into 19,56,592 equity shares of Rs.10/- each. Both the Transferor Company and the Transferee Company fall within the jurisdiction of this Court. 3. The Board of Directors of the Transferor Company and the Transferee Company have at their respective meetings held on 19.02.2009 approved and resolved to carry out the Scheme of Amalgamation subject to approval of, inter alia, their shareholders. Copies of the Board Resolutions are annexed as Annexure P-1 and P-2. It is also seen from the record that the Transferor Company and Transferee Company have mostly common shareholders as shown in the list at Annexure P-10. All the shareholders of both the companies have given their written consent for the proposed Scheme of Amalgamation as per Annexures P-11 to P-21. 4. There are no secured and unsecured creditors of Transferor Company. Only the Transferee Company has one secured creditor and has given in writing no objection for the proposed scheme of Amalgamation. There is no unsecured creditor of Transferee Company. 5. Both the Transferor Company and the Transferee Company have furnished their Balance Sheet as on 31.01.2009 at Annexure P-4 and Annexure P-6 respectively. As per these balance sheets both the companies are profit making companies. It is also undertaken both by the Transferor Company and the Transferee Company that no proceedings under Section 235 to 251 of the Companies Act, 1956 are C.P. No.41 of 2009 (O&M) -4- pending against the respective companies. 6. After due consideration of the relevant materials placed on record and having regard to the fact that shareholders of both the companies and sole secured creditor of the Transferee Company have also given their consent, I am of the opinion that the notices to the shareholders, unsecured creditors and sundry creditors may be dispensed with and the meetings for consideration of the Scheme of Amalgamation are also dispensed with. 7. The petitioner shall move an appropriate petition for consideration for second motion. 8. In the above terms, petition disposed of. (K.KANNAN) JUDGE March 06, 2009 Pankaj*