Indian Herbs Reserach & Supply ... vs ---------------------------------
2012 Latest Caselaw 6543 Del

22
*      IN THE HIGH COURT OF DELHI AT NEW DELHI

%                                          Date of Judgment:08.11.2012

+      CO.APPL.(M) 157/2012

       IN THE MATTER OF

       INDIAN HERBS RESEARCH
       & SUPPLY CO LTD                                      .... Applicant
                                                Transferor Company No.1
                                    AND

       EVIN FOODS & INDUSTRIES P.LTD.           .... Applicant
                                    Transferor Company No.2
                          AND

       EVIN BIOCEUTICALS PVT. LTD                           .... Applicant
                                                Transferor Company No.3
                                   WITH

       INDIA HERBS SPECIALITIES P.LTD.                      .... Applicant
                                                     Transferee Company
                         Through   Mr. Abhishek Seth, Mr. Rajiv Kumar
                                   and Mr. Rahul Raj, Adv.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

1. This is a first motion application under Sections 391 to 394 of the

Companies Act, 1956 filled by Indian Herbs Research & Supply Co.

Limited (hereinafter referred to as Transferor Company 1) and Envin

Foods & Industries Private Limited (hereinafter referred to as Transferor

Company 2) and Envin Bioceuticals Private Limited (hereinafter

referred to as Transferor Company 3) and Indian Herbs Specialities

Private Limited (hereinafter referred to as Transferee Company)

("together the Transferor Company 1, the Transferor Company 2 and the

Transferor Company 3 are referred to as Transferor Companies"), in

respect of a Scheme of Amalgamation (Scheme for short) between the

said Transferor Companies and the Transferee Company, as per the

scheme the Transferor Companies are proposed to be merged with the

Transferee Company, a copy of the proposed scheme is enclosed as

Annexure-I to the present application.

2. Registered office of the Transferor Companies and Transferee

Company are situated in Delhi within the jurisdiction of this Court.

Board of Directors of Transferor Companies and Transferee Company

have passed resolutions approving the proposed scheme and the said

resolutions have been attached along with the present application.

3. Details with regard to the date of incorporation of the Transferor

Companies and Transferee Company and their authorised, issued,

subscribed and paid up capital have been given in the present

application.

4. Copies of the Memorandum and Articles of Association of the

Transferor Companies and Transferee Company have also been

enclosed with the Application. The latest Balance Sheets of the

Transferor Companies and the Transferee Company have been enclosed

with the Application.

5. Learned counsel for the Transferor Companies and Transferee

Company submits that no proceedings under Sections 235 to 251 of the

Companies Act, 1956 are pending against the Transferor Companies and

Transferee Company.

6. The status of equity shareholders, secured and unsecured creditors

of the Transferor Companies and Transferee Company and the consents

obtained by them for the proposed scheme is as below:

Company No. of Consents No. of Consents No. of Consents shareholders given secured given unsecured given.

                                    Creditors             creditors
Transferor 2             All        Nil       N.A.        14         All
Company

Transferor 2             All        Nil       N.A.        Nil          N.A.
Company

Transferor 2             All        Nil       N.A.        Nil          N.A.
Company


Transferee 9             All    Nil       N.A.     14           All
Company

7. A prayer has been made for dispensation of the requirement of

convening meeting of the Equity Shareholders of the Transferor

Companies and Transferee Company.

8. In view of the consent letters/NoC's placed on record by the

Transferor Companies and Transferee Company, the meetings of the

Equity Shareholders of the Transferor Companies and Transferee

Company are dispensed with.

9. The Transferor Companies and the Transferee Company have no

Secured Creditors. Copies of the Certificates issued by the Chartered

Accountant showing that the Transferor Companies and the Transferee

Company have no Secured Creditors have been placed on record. In

these circumstances, no meetings of the Secured Creditors of the

Transferor Companies and the Transferee Company are required to be

convened.

10. The Transferor Company 1 has 14 Unsecured Creditors. A prayer

has been made for dispensation of the requirement of convening meeting

of the Unsecured Creditors of the Transferor Company 1.

11. In view of the consent letters/NoC's placed on record by the

Transferor Company 1, the meeting of the Unsecured Creditors of the

Transferor Company 1 is dispensed with.

12. The Transferor Company 2 and Transferor Company 3 have no

Unsecured Creditors. Copies of the Certificates issued by the Chartered

Accountant showing that the Transferor Company 2 and the Transferor

Company 3 have no Unsecured Creditors have been placed on record. In

these circumstances, no meetings of the Unsecured Creditors of the

Transferor Company 2 and Transferor Company 3 are required to be

convened.

13. The Transferee Company has 14 Unsecured Creditors. A prayer

has been made for dispensation of the requirement of convening meeting

of the Unsecured Creditors of the Transferee Company.

14. In view of the consent letters/NoC's placed on record by the

Transferee Company, the meeting of the Unsecured Creditors of the

Transferee Company is dispensed with.

15. The application stands allowed in the above terms.

Order Dasti.

NOVEMBER 08, 2012/rb                         INDERMEET KAUR, J