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TMI Blog2021 (1) TMI 764X X X X Extracts X X X X X X X X Extracts X X X X ..... ng with the meetings, as mentioned in the preceding paragraphs, there is no necessity to convene the meetings for the same purpose. In the instant case, all the Companies involved in the case, have filed necessary Certificates given by the Chartered Accountants duly certifying the number of Shareholders, constituting 100% of Equity Shareholding of the Applicant Companies, Secured and Unsecured Creditors of the Demerged Company, Unsecured Trade Creditors of the Applicant Companies constituting greater than 90% in value of the total amount due, and they have also furnished their consent affidavits. There would not serve any purpose to direct to convene the meetings in question. Therefore, it would be just and appropriate to dispense with the meetings as sought for, on the principle of ease of doing business, and to facilitate the Company to file necessary second stage Petition seeking to sanction the Scheme, subject to fulfillment of all statutory conditions, after ordering notices to respective Statutory Authorities. Appeal is disposed of with the following directions: (1) It is hereby dispensed with convening and holding of the meetings of the Equity Shareholders of the Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Paid-up Share Capital is ₹ 4,00,00,000/- divided into 40,00,000 Equity Shares of ₹ 10/- each fully paid up and no preference share has been issued, subscribed and paid up. The main objects of the Company inter-alia are to investigate, research and experiments in the field of biotechnology, pharmaceuticals, herbal products, engineering, laboratory accessories and process control systems and methods and other related equipment and merchandise of every description both in India and Abroad. (2) Mohan Sridhar, Chartered Accountants, have issued a Certificate dated 03.09.2020 by certifying that there are 04 (Four) Shareholders of the Demerged Company as on 31.03.2020, namely, Mr. Vibin B Joseph holding 17,49,187 Equity Shares of ₹ 10/- each constituting 43.73%, M/s. PJB Engineers Private Limited holding 15,47,530 Equity Shares of ₹ 10/- each constituting 38.69% and two others. Accordingly, Mr. Vibin B Joseph, the Authorized Signatory of Demerged Company has filed an Affidavit dated 10.09.2020, by inter-alia stating that he is holding 17,49,187 Equity Shares of ₹ 10/- each, in the Demerged Company and has given consent for the Scheme of Arrangement an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hty Five) Unsecured Trade Creditors as on 26.09.2020 aggregating to ₹ 6,67,21 ,936/-. Accordingly, 27 out of 85 unsecured creditors constituting 91.77% due in value have consented to the Scheme in question vide respective Affidavits. (5) M/s Shelcel Biozeen Technologies Pvt. Ltd. (hereinafter referred to as 'Applicant Company No.2/Resulting Company') was incorporated on 12.09.2018 under the provisions of the Companies Act, 2013, vide CIN: U29299KA2018PTC116285. Its Authorised Share Capital is ₹ 10,00,000/-divided into 1,00,000/- Equity shares of ₹ 10/- each and the Issue, Subscribed and paid up share capital is ₹ 1,00,000/- divided into 10,000 equity shares of ₹ 10/- each fully paid up. The main objects of the Company inter-alia are to design build biological equipment, value added integration services and training for students industrial personnel etc. (6) Mohan Sridhar, Chartered Accountants, have issued a Certificate dated 03.09.2020 by certifying that there are 02 (Two) Shareholders of the Resulting Company as on 31.03.2020 namely Mr. Vibin B Joseph holding 9,000 Equity Shares of ₹ 10/- each constituting 90% and Mr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Demerged Company into the Resulting Company subject to confirmation of this Tribunal, Bengaluru, within whose jurisdictions the registered offices of the Demerged Company and the Resulting Company are situated. (9) Further, Mohan Sridhar, Chartered Accountants, issued a certificate dated 03rd September 2020, by confirming that the accounting treatment contained in the aforesaid scheme is in compliance with all the applicable Accounting Standards notified by the Central Government under the Companies Act, 2013. (10) The Key Rationale of the Scheme are as under: The Demerged Company / Transferor Company is building and strengthening the produce portfolio of its remaining business. However, to grow the remaining business and further explore the opportunities available, the Transferor Company needs to give focused management time and operation attention to its remaining business since it has significantly different risk reward profile. The scheme shall enable the Transferor Company to hive off its specified business to the Transferee Company and manage the remaining business more effectively. The Scheme will allow a focused strategy in operation of both the Compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs of Companies involved, are taken care of by affording due notice of Scheme, etc. Therefore, we are of the considered view that in view of the no objections to the Scheme and consents given by the different stakeholders for dispensing with the meetings, as mentioned in the preceding paragraphs, there is no necessity to convene the meetings for the same purpose. 7. In the instant case, as detailed supra, all the Companies involved in the case, have filed necessary Certificates given by the Chartered Accountants duly certifying the number of Shareholders, constituting 100% of Equity Shareholding of the Applicant Companies, Secured and Unsecured Creditors of the Demerged Company, Unsecured Trade Creditors of the Applicant Companies constituting greater than 90% in value of the total amount due, and they have also furnished their consent affidavits. There would not serve any purpose to direct to convene the meetings in question. Therefore, it would be just and appropriate to dispense with the meetings as sought for, on the principle of ease of doing business, and to facilitate the Company to file necessary second stage Petition seeking to sanction the Scheme, subject to fulfillm ..... X X X X Extracts X X X X X X X X Extracts X X X X
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