Medicare Investments Limited v. Max Ventures Investment Holdings Private Limited

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:- Company No. Of Shareholders Consent given No. Of secured creditors No. Of unsecured creditors Transferor Company No.1 05 (being 95% in value)

NIL NA 08 ALL Company No.7 08 ALL NIL NA 01 ALL Company No.8 08 ALL NIL NA 02 ALL 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