Delhi High Court
Medicare Investments Limited vs -- on 16 March, 2016
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.APPL. (M) 27/2016
IN THE MATTER OF
MEDICARE INVESTMENTS LIMITED
..... Applicant no. 1/ Transferor Company No.1
AND
MAXOPP INVESTMENTS LIMITED
..... Applicant no.2/ Transferor Company No.2
AND
CHEMINVEST LIMITED
..... Applicant no. 3/ Transferor Company No.3
AND
PEN INVESTMENTS LIMITED
..... Applicant no.4 / Transferor Company No.4
AND
P.V.T INVESTMENT LIMITED
..... Applicant no. 5/ Transferor Company No.5
AND
PIVET FINANCES LIMITED
..... Applicant no.6/ Transferor Company No.6
AND
MAXPAK INVESTMENT LIMITED
..... Applicant no. 7/ Transferor Company No.7
AND
MOAV INVESTMENT LIMITED
..... Applicant no. 8/ Transferor Company No.8
CO.APPL.(M) 27/2016 Page 1 of 4
WITH
MAX VENTURES INVESTMENT HOLDINGS PRIVATE LIMITED
..... Applicant no. 9/ Transferee Company
Through:
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 16.03.2016
1. This is a first motion (joint) application, which is moved by Medicare
Investments Limited (Applicant no.1/ Transferor Company No.1), Maxopp
Investments Limited (Applicant no.2/ Transferor Company No.2),
Cheminvest Limited (Applicant no.3/ Transferor Company No.3), Pen
Investments Limited (Applicant no.4/ Transferor Company No.4), P.V.T
Investment Limited (Applicant no.4/ Transferor Company No.5), Pivet
Finances Limited (Applicant no.6/ Transferor Company No.6), Maxpak
Investment Limited (Applicant no.7/ Transferor Company No.7), Moav
Investment Limited (Applicant no.8/ Transferor Company No.8) with Max
Ventures Investment Holdings Private Limited (Applicant no. 9/ Transferee
Company) (hereafter collectively referred to as the applicants) under Section
391 and 394 of the Companies Act, 1956 (in short the Act) in connection
with the composite scheme of reduction of capital and amalgamation
(hereafter referred to as the scheme). A copy of the scheme is enclosed with
the application.
2. The registered office of the applicants are situate, within the National
Capital Territory of Delhi and, therefore, this court has the necessary
jurisdiction to deal with the matter.
3. The details qua authorized, issued, subscribed and paid-up capital of
the applicants have been set out in paragraph 4 of the scheme.
4. The copies of Memorandum and Articles of Association as well as the
latest audited annual accounts for the year ended 31.03.2015 of the
applicants have been filed.
5. I am informed by the learned counsel for the applicants that no
proceedings under Section 235 to 251 of the Act are pending against them as
on date.
6. The scheme has been approved by the respective Board of Directors
(BOD) of the applicants. The copies of BOD(s) resolution of even date i.e.
10.08.2015 have been filed.
6.1 As the BODs' resolutions did not advert to the word, "reduction", the
matter was placed for direction on 11.03.2016. Since then, the applicants
have filed a fresh BODs' resolutions dated 10.03.2016 in continuation of the
earlier resolutions dated 10.08.2015. In view of the fact that the BODs
resolutions dated 10.03.2016 are in continuation of earlier resolutions dated
10.08.2015, the consents given by the shareholders and creditors (both
secured and unsecured); the details of which are given hereafter, will hold.
7. The status of the shareholders and creditors (i.e. secured and
unsecured) of the applicants and the consents obtained from them (wherever
applicable) qua the scheme is set out in the table given below:-
No. Of No. Of
No. Of Consent Consent
Company Consent given secured unsecured
Shareholders given given
creditors creditors
Transferor
05 (being 95% in
Company 06 NIL NA 04 ALL
No.1 value)
Company 06 (being 95% in 03 ALL 04 ALL
No.2 value)
Transferor
Company 06 NIL NA 04 ALL
No.3 (being 95% in
value)
Company 05 (being 95% in NIL NA 01 ALL
No.4 value)
Company 05 (being 94% in NIL NA 04 ALL
No.5 value)
Company 05 (being 96% in NIL NA 08 ALL
No.6 value)
Transferor
Company 08 ALL NIL NA 01 ALL
No.7
Transferor
Company 08 ALL NIL NA 02 ALL
No.8
Transferee
Company
02 ALL NIL NA 11 ALL
8. A prayer has been made to dispense with the requirement of
convening the meetings of the shareholders and the unsecured creditors of
the applicants and secured creditors of the transferor company no.2. The
letters of consent submitted by the shareholders and of unsecured creditors
of the applicants have been seen and found in order. Similarly, the letters of
consent submitted by the secured creditors of the transferor company no.2
have been seen and found in order.
9. Given the fact that the aforementioned classes of persons/ entities
have given their consent and/or No Objection (NOC) to the scheme, in the
manner as indicated hereinabove, there shall be no requirement to convene
their meetings.
10. The application stands allowed in the aforesaid terms.
11. Dasti.
RAJIV SHAKDHER, J
MARCH 16, 2016
