Lemon Exim Private Limited vs Vinton Healthcare Limited

Sanjiv Khanna, J.—This application under Sections 391 and 393 of the Companies Act, 1956 (Act, for short) has been filed by Lemon Exim Private Limited (Transferor Company) and Vinton Healthcare Limited (Transferee Company) in respect of scheme of arrangement, which has been enclosed as Annexure-D to this application.

In the application, details with regard to the date of incorporation of the transferor and transferee company, their authorized, subscribed, issued and paid up share capital have been stated. Registered office of the transferor company and the transferee company are located within the National Capital Territory of Delhi. Along with the application, the transferor company and the transferee company have enclosed copy of their Memorandum and Articles of Association. The latest audited balance sheet as on 31st March, 2010 and unaudited balance sheet as on 30th October, 2010 of the transferee company have been placed on record. The transferor company was incorporated only on 8th November, 2010 and the unaudited balance sheet of the said company for the period ending 30th November, 2010 has been enclosed. As per the said balance sheet, the transferor company does not have any fixed assets. The shareholders'' fund indicate that the authorized and paid up share capital is Rs. 1,00,000/- and Rs. 94,340/- is available in the cash/bank balance. Rs. 5,660/- has been incurred as expenditure.

The transferor company has 2 shareholders as per the list at page 111 and the said shareholders have given their consents/no objection certificates to the proposed scheme of arrangement. The said certificates have been enclosed at pages 112 and 113 of the application. The transferor company does not have any secured or unsecured creditors (paragraph 24 of the petition) as per the provisional/unaudited balance sheet for the period ending 30th November, 2010 placed on record. In these circumstances, the need and requirement to convene and hold meeting of the shareholders of the transferor company is dispensed with. Meeting of the creditors of the transferor company is not required to be held as the transferor company does not have secured or unsecured creditors.

The transferee company has 7 equity shareholders and 1 preference shareholder as per the list at pages 197,198 and 199. The said equity shareholders and the preference shareholder have given their consents/no objection certificates to the proposed scheme, which have been enclosed at page 201 to 218. In view of the no objection certificates given by the equity shareholders and the preference shareholder to the scheme of arrangement, the need and requirement to convene and hold meeting of the equity shareholders and the preference shareholder of the transferee company is dispensed with. It is stated that the transferee company does not have any secured creditor (paragraph 25 of the petition). List of unsecured creditor has been enclosed at page 200 of the application. The transferee company has four unsecured creditors to whom Rs. 1,126,135,588/- is due and payable. Wockhardt Limited, the holding company of the transferee company is one of the unsecured creditors of the transferee company and an amount of Rs. 1,126,119,833 is due and payable to them. The said company has given its consent/no objection certificate to the proposed scheme of arrangement, which has been enclosed at page 219 of the application. The total amount due and payable to three other creditor is about Rs. 16,000/-

Keeping in view the no objection certificate given by Wockhardt Limited and the total amount due and payable to three other unsecured creditors, the need and requirement to convene and hold meeting of the unsecured creditors of the transferee company is dispensed with. It is stated in the application that no proceedings under Sections 235 - 251 of the Act are pending against the transferor company and the transferee company.

The application is disposed of.