Allowed

Suburban Dianostics (India) Private Limited v. -

Bombay HC1 Aug 2014CSP/153/2014

Case brief

AI extract

What is this about?

This order sanctions a scheme of amalgamation between A.J. Healthcare Services Private Limited (Transferor) and Suburban Diagnostics (India) Private Limited (Transferee) under Sections 391 to 394 of the Companies Act, 1956. The court found the scheme fair and reasonable, noted the absence of objections, and accepted undertakings regarding accounting and tax compliance before making the petitions a

What did the court decide?

The Company Scheme Petitions No. 152 of 2014 and No. 153 of 2014 were made absolute in terms of the respective prayer clauses.

Suburban Dianostics (India) Private Limited Vs - — Company and Corporate | Bombay HC (2014)

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THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.152 OF 2014. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 765 OF 2013.

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A.J. HEALTHCARE SERVICES PRIVATE LIMITED,

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....Petitioner/ Transferor Company.

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AND

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COMPANY SCHEME PETITION NO.153 OF 2014.

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 766 OF 2013.

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SUBURBAN DIAGNOSTICS (INDIA) PRIVATE LIMITED

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....Petitioner/ Transferee Company.

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In the matter of the Companies Act, 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND

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In the matter of Scheme of Amalgamation of A.J. HEALTHCARE SERVICES PRIVATE LIMITED, the Transferor Company

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WITH

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SUBURBAN DIAGNOSTICS (INDIA) PRIVATE LIMITED, the Transferee Company.

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Called for hearing

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocate for the Petitioners in both Petitions. Mr. S. Ramakantha. Official Liquidator, present in CSP No. 152 of 2014. Mr. S.V. Bharucha i/b Dr. H.P.Chaturvedi for Regional Director in both Petitions.

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CORAM: S. J. Kathawalla, J. DATE : 1^st August, 2014

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PC:

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Page 1 of 6

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Heard learned counsel for the parties. No objector has come before the court to oppose the Scheme and nor any party has controverted any averments made in the Petition.

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The sanction of the Court is sought to a Scheme of Amalgamation of A.J. HEALTHCARE SERVICES PRIVATE LIMITED, the Transferor Company with SUBURBAN DIAGNOSTICS (INDIA) PRIVATE LIMITED, the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956.

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Learned Counsel for the Petitioners states that the Transferor Company is in business of trading and manufacture in Medical Products and the Transferee Company is in business of establish, maintain, run, manage, develop, own, acquire, purchase, undertake, improve, equip, promote, initiate, encourage, subsidise and organize, hospitals, dispensaries, polyclinics, diagnostic centres, vascular care centre, scanning & imaging centres, E.C.G. centre, X-ray clinics. The proposed scheme of Amalgamation will have the benefit that Both the Companies are under same Management and it would be advantageous to combine the activities and operations in a single Company. The amalgamation would provide synergistic linkages besides economies in costs by combining the total business functions and the related activities and operations and thus contribute to the profitability of the amalgamated Company and the amalgamated Company will have the benefit of the combined assets and cash flows of the two companies. The combined

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Page 2 of 6

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resources of the amalgamated company will be conducive to enhance its capability to face competition in the market place more effectively and it will be conducive to better and more efficient and economical control and conduct of the Companies and with the enhanced capabilities and resources at its disposal, the amalgamated Company will have greater flexibility to compete more effectively and a larger and growing Company will mean enhanced financial and growth prospects for the people and organizations connected with the Company.

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The Transferor Company and Transferee Company has approved the said Scheme of Amalgamation by passing the Board Resolutions which are annexed to the respective Company Scheme Petitions.

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The learned Advocate for the Petitioners further states that, Petitioner Companies have complied with all the directions passed in Company Summons for Directions and that the Company Scheme Petitions have been filed in consonance with the orders passed in respective Company Summons for Directions.

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The learned counsel appearing on behalf of the Petitioners have stated that the Transferor Companies and the Transferee Company have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 / 2013

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Page 3 of 6

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and rule made there under whichever is applicable. The said undertaking is accepted.

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The Official Liquidator has filed his report on 30^th July, 2014 in Company Scheme Petition No. 152 of 2014 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

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The Regional Director has filed an Affidavit on 24^th July, 2014 stating therein, save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit, it is stated as under.

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“6. That the Deponent further submits that :-

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(a) Clause 13.5 of the scheme provides for accounting adjustment. In this regard, it is submitted that in addition to compliance of AS 14 Transferee Company shall pass such accounting entries as may be necessary in connection with the scheme to comply with other applicable accounting standards such as AS-5 etc

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(b) That the Deponent further submits that the Tax issue if any arising out of this scheme shall be subject to final decision of Income Tax Authority and approval of the scheme by Hon'ble High Court may not deter the Income Tax Authority to scrutinize the tax returns filed by the Demerged and the Resulting company after giving effect to the amalgamation , The decision of the Income Tax Authority is binding on the petitioner companies.”

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So far as the observation in paragraph 6 (a) of the Affidavit of Regional Director is concerned, the Petitioner /Transferee Company through its counsel undertakes that in addition to compliance of Accounting Standard 14, the Transferee Company will pass such

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accounting entries which are necessary in connection with this Scheme to comply with any other Accounting Standards.

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So far as the observation in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Petitioner Companies are bound to comply with all applicable provision of Income Tax Act, and all tax issues arising out of Scheme will be met and answered in accordance with law.

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The Learned Counsel for Regional Director on instructions of Mr. M. Chandana Muthu, Joint Director Legal in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied with the undertaking given by the Advocate for the Petitioner Company. The undertaking given by the petitioner companies are accepted.

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From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme in the court.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 152 of 2014 are made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 153 of 2014 is made absolute in terms of prayer clauses (a) to (c).

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The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.),

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Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order.

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Petitioners are directed to file a copy of this order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 or INC 28 in addition to physical copy as per the relevant provisions of the Companies Act, 1956/2013 whichever is applicable.

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The Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition No. 152 of 2014 to pay costs of Rs.10,000/each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order.

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Filing and issuance of the drawn up order is dispensed with.

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All concerned regulatory authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(S. J. Kathawalla, J.)

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Suburban Dianostics (India) Private Limited v. -

Case brief

What is this about?

What did the court decide?

Suburban Dianostics (India) Private Limited v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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Issues for consideration

Statutes considered

Parties & counsel

Coram

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