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2015 (5) TMI 195 - DELHI HIGH COURT

2015 (5) TMI 195 - DELHI HIGH COURT - TMI - Application for Scheme of Amalgamation under Sections 391 & 394 of the Companies Act, 1956 - Held that:- In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 2nd March, 2015. Relying on Clause 9.1 of Part-C of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the employees of the transferor company shall become .....

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dissolved without the process of winding up.

No objection has been received to the Scheme of Amalgamation from any other party. The petitioner/transferee company, in the affidavit dated 3rd March, 2015 of Mr. Dhritiman Bhattacharyya, Counsel of the petitioner/transferee company, has submitted that they have not received any objection pursuant to the citations published in the newspapers on 31st December, 2014.Considering the approval accorded by the equity shareholders and creditors o .....

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ners For the Regional Director: Ms. Aparna Mudiam, Assistant Registrar of Companies for the Regional Director Sudershan Kumar Misra, J. 1. This petition has been filed under Sections 391 & 394 of the Companies Act, 1956 by the petitioner/transferee company seeking sanction of the Scheme of Amalgamation of SD Bio Standard Diagnostics Private Limited (hereinafter referred to as the transferor company) with Alere Medical Private Limited (hereinafter referred to as the petitioner/transferee comp .....

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ner/transferee company was originally incorporated under the Companies Act, 1956 on 6th June, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Spectral Diagnostics Private Limited. The company changed its name to Inverness Medical India Private Limited and obtained the fresh certificate of incorporation on 28th May, 2008. The company again changed its name to Alere Medical Private Limited and obtained the fresh certificate of incorporation .....

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application, being CA(M) 150/2014, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, had also been filed. 6. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted that the transferor company and the petitioner/transferee company bot .....

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n coming into effect of this Scheme, the petitioner/transferee company shall issue and allot equity shares to the shareholders of the transferor company in the following ratio: 10 equity shares of ₹ 10/- each fully paid up of the transferee company for every 29 equity shares of ₹ 10/- each fully paid up held in the transferor company. 8. It has been submitted by the petitioner that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the petitioner/ .....

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rt to dispense with the requirement of convening the meetings of its equity shareholders, secured and unsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 13th November, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders and unsecured creditors of the petitioner/transferee company, there being no secured creditors of the petitioner company, to cons .....

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led by the petitioner showing compliance regarding service on the Regional Director, Northern Region and also regarding publication of citations in the aforesaid newspapers on 31st December, 2014. Copies of the newspaper clippings containing the publications have been filed along with the said affidavit. 12. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 2nd March, 2015. Relying .....

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