IN RE: REGENCY HOSPITAL LTD Vs. STATE

JUDGEMENT

(1.) Heard Sri R.P. Agarwal, learned Counsel for the petitioner.

(2.) In Company Application No. 13 of 2007, an order was passed on 06.12.2007 directing holding of meeting of shareholders and creditors of the applicant company, i.e. Regency Hospital Ltd., for approving the proposed Scheme of Arrangement between the applicant company and its creditors, shareholders and promoters, which was Annexure-1 to the said application and which had already been approved by Board of Directors of the Company on 01.09.2007. The meetings were to be held on 19.01.2008 under the Chairmanship of Sri Ashok Mehta (of the shareholders) and Sri Subhashish Banerji (of creditors) respectively. The meetings were accordingly held and affidavits of Chairmen Sri Ashok Mehta and Sri Subhashish Banerji were filed. Meetings were held after due publication/ intimation in daily English Newspapers Poineer and Economic Times and daily Hindi Newspaper Amar Ujala . Notices were issued to the individual shareholders and creditors also. Both the Chairmen have filed affidavits. According to the affidavit of Sri Ashok Mehta, Shareholders representing 52.66% of paid up share capital attended the meeting. Total numbers of Ballot Papers issued were 122 and those 122 voters/ recipients of Ballot Papers represented 4236350 votes. No vote was found invalid and every vote was cast in favour of the Scheme and no vote was cast against the Scheme. Similarly, it is mentioned in the affidavit of Sri S. Banerji, who was Chairman of the meeting of the creditors that 19 creditors attended the meeting in person and three creditors by proxy (total 22). In this manner, the represented creditors represented more than 95% of the total outstanding dues of the Company. All the creditors present either in person or through proxy voted in favour of the Scheme of Arrangement.

(3.) Thereafter, company petition No. 06 of 2008 was filed seeking sanction of the Court to the Scheme of Arrangement. Necessary notices were directed to be published in the aforesaid three newspapers. Notice was also issued to Regional Director, Ministry of Corporate Affairs, Northern Region of NOIDA. Company Petition No. 55 of 2007 under Section 101 of the Companies Act was directed by order dated 06.12.2007 to be listed for hearing on 04.02.2008 along with Company Application No. 13 of 2007. Through the said Company Petition No. 55 of 2007, approval of Court for reduction of issued, subscribed and paid up share capital of the petitioner company has been sought, which is an integral part of Scheme of Arrangement. Regional Director, Northern Region, Ministry of Corporate Affairs, NOIDA has filed affidavit under Section 394A of the Companies Act stating therein that he has got no objection to the Scheme of Arrangement. Scheme of Arrangement is Annexure-1 to the Company Petition No. 06 of 2008.