Indian Herbs Research & Supply Co Ltd

INDERMEET KAUR, J. (Oral)

¶1This 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.

¶2Registered 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.

¶3Details 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.

¶4Copies 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.

¶5Learned 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.

¶6The 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 shareholders Consents given No. of secured Creditors Consents given No. of unsecured creditors Consents given. Transferor Company No. 1 All Nil N.A. All Transferor Company No. 2 All Nil N.A. Nil N.A. Transferor Company All Nil N.A. Nil N.A.

No. 3 Transferee Company All Nil N.A. All

¶7A prayer has been made for dispensation of the requirement of convening meeting of the Equity Shareholders of the Transferor Companies and Transferee Company.

¶8In 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.

¶9The 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.

¶10The 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.

¶11In 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.

¶12The 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.

¶13The 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.

¶14In 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.

¶15The application stands allowed in the above terms.

Order Dasti.

NOVEMBER 08, 2012/rb

INDERMEET KAUR, J

* 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