R.P. Nagrath, Member - (1.) The petitioner hereinafter called the 'Transferor-Company' filed the instant petition under Sections 391-394 read with Sections 100-103 of the Companies Act, 1956 with prayer for dispensing with the meetings of its equity shareholders, secured and unsecured creditors and for sanction of 'Scheme' of arrangement (for brevity, 'Scheme') Annexure P-1. The 'Scheme' is to the effect that Hospital Division of the 'Transferor-Company' was to vest in the 'Transferee-Company' viz. Shalby Ltd. Having its registered office at SHALBY Hospitals, Opposite Karnavati Club, SG Road, Ahmedabad, Gujarat-380 015, India w.e.f. the Appointed Dare without any further act, deed or things. It is submitted that the 'Transferee-Company' has filed a separate petition before the Hon'ble Gujarat High Court. The 'Scheme' further, provides that all assets, liabilities, proceedings and interest of Hospital Division of the 'Transferor-Company' subject to all charges, if any, existing on such assets as well as all applications concerning the same or any part thereof on the transfer date shall be deemed to have vested with the Transferee-Company.
(2.) Registered office of the 'Transferor-Company' is situated at Mohali, in the State of Punjab and therefore, the matter falls within the jurisdiction of this Tribunal. This company was incorporated on 27.07,1997. Originally, it was a Public Limited Company by the name of Kamesh Bhargava Hospitals and Research Centre Ltd. and later on converted into a Private Limited Company under its present name. The fresh certificate of Incorporation dated 03.12.2009, is at Annexure P-2 with which the Memorandum and Articles of Association are attached. However, the Transferor-Company' filed the correct copy of the Memorandum and Articles of Association as at Annexure P 16.
(3.) The Board of Directors of 'Transferor-Company' and 'Transferee Company' have approved the 'Scheme' in their respective meetings held on 05.01.2016 and 12.01.2016, vide Resolutions annexed with the petition as Annexures P 7 and P 6, respectively.;