MEDTEK ASIA PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) These are the petitions filed by two petitioner companies for sanction of a Scheme of Arrangement in nature of amalgamation of Medtek Asia Private Limited, the Transferor Company with IRM Limited, the Transferee Company under section 391 read with Section 394 of the Companies Act, 1956 .

(2.) It has been submitted that both the Petitioner Companies belong to the same group of management. Medtek Asia Private Limited, the Transferor Company is presently engaged in manufacturing of pharma products having its industrial undertaking in Mysore, state of Karnataka. It has commanded pioneer knowhow and initial monopoly position in several Hospital products as well as Diagnostic products. It is in a position to explore other special pharma products segments but for the financial constraints. The IRM Limited, the Transferee Company is a closely held public limited company. It has been engaged in multiple businesses. It was originally engaged into Pharma management consultancy and Pharma Research Manifestation but has diversified in several other businesses like Travel, Services, Hospitality, Tea Gardens etc. Considering its financial strengths, it is posed for venturing into additional businesses. The amalgamation is proposed to obtain synergic advantages. The petitions give details of the advantages that would flow by virtue of the arrangement between these companies.

(3.) It has been pointed out that the proposed scheme was approved unanimously by the Equity Shareholders and Unsecured creditors of the Transferor company through the consent letters in writing placed on record. It has been submitted that there are no Secured Creditors of the Transferor Company. The Equity Shareholders of the Transferee Company also approved the scheme through their consent letters. Hence, the meetings of shareholders and/or creditors of the petitioner companies were not required to be held and accordingly they were dispensed with vide the orders passed on 9th April 2009 annexed to the respective petitions as Annex. D.