Alere Medical Private Limited vs .............
2014 Latest Caselaw 5786 Del

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*IN THE HIGH COURT OF DELHI AT NEW DELHI
+    Co. Appl. (M) No. 150/2014
IN THE MATTER OF

ALERE MEDICAL PRIVATE LIMITED           ....Applicant
           Through: Mr. Dhritiman Bhattacharyya and
                    Ms. Deepti Ojha, Advocates for
                    the Applicant.

      CORAM:
      HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                 ORDER

% 13.11.2014

SANJEEV SACHDEVA, J (ORAL)

1. This is first motion application under section 391 to 394 of the Companies Act, 1956 ("Act") in connection with the Scheme of Amalgamation ("Scheme") of SD Bio Standard Diagnostics Private Limited (hereinafter referred to as Transferor Company/Non-Applicant Company) with SD Bio Standard Diagnostics Private Limited (hereinafter referred to as Transferee Company/ Applicant Company). A copy of the proposed Scheme is enclosed with the Application.

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2. The registered office of the Applicant Company /Transferee Company is situated within the National Capital Territory of Delhi, within the jurisdiction of this Court. However the registered office of the Non- Applicant/Transferor Company is situated at Gurgaon, Haryana outside the jurisdiction of this Court.

3. The details of the dates of incorporation of the Applicant Companies, its authorized, issued, subscribed and paid up capital have been enclosed with the Application.

4. The copy of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31 st March 2014 of the Applicant Companies has also been enclosed with the Application.

5. Learned Counsel for the Applicant Companies submits that no proceedings under sections 235 to 251 of the Act are pending against the Applicant companies as on the date of the present Application.

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6. The proposed Scheme has been approved by the Board of Directors of the Applicant Companies. Copies of the Board Resolutions have been filed along with the Application.

7. The status of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies and the consents obtained by them for the proposed Scheme are as follows:

Company      No. of       Consent         No. of       Consent   No. of        Consent
             Share        Given           Secured      Given     Unsecured     Given
             holders                      Creditors              Creditors


Company /                 (Constituting                                        (Constitut
Applicant                  99.99% of                                             ing of
Company                      value )                                            88% of
                                                                                value )

8. A prayer has been made for dispensation from the requirement of convening the meetings of the Shareholders, Secured and the Unsecured Creditors of the Applicant Company.

9. In view of the written consent/NOC given by 1 out of 2 the Shareholders of the Transferee Company

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constituting of 99.99% of value, the requirement of convening meeting of Shareholders of Transferee Company are dispensed with.

10. Since there are no Secured Creditors in Transferee Company, therefore the requirement of convening meeting of Secured Creditors of Transferee Company does not arise.

11. In view of the written consent/NOC given by 9 out of 83 Un-secured Creditors of Transferee Company constituting of 89% of value, the requirements of convening meeting of the Un-secured Creditors of Transferor Company and Transferee Company are dispensed with.

12. The Application stands allowed in the aforesaid terms.

Order Dasti.

SANJEEV SACHDEVA, J NOVEMBER 13, 2014 st

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