9911796707
TMI Blog2021 (10) TMI 715X X X X Extracts X X X X X X X X Extracts X X X X ..... aring Parties: Samarth Madan and Hemlata Rawat, Advocates ORDER Hemant Kumar Sarangi, Member (T) 1. This application has been jointly filed by the Applicant Companies, under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016, duly supported by separate affidavits of the Applicant Companies, seeking appropriate orders/directions for dispensing with the respective meetings. of the shareholders, secured creditors and unsecured creditors of both the companies, in connection with the proposed Scheme of Arrangement as contemplated between the applicant companies. The said Scheme of Arrangement, (hereinafter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is regard was issued by the Registrar of Companies, Delhi, on 16.03.2021. 5. The main objects of the Demerged Company as set out in the Memorandum of Association are as follows: To carry on all its branches the business of manufacturing, assembling, altering, developing, modifying, repairing, services, maintaining, buying, selling, importing, exporting, marketing, distribution, packaging, dealing, exploiting or otherwise dealing in all types of automatic, semi-automatic, digital, electronic instruments, equipments, apparatus, machineries, tools more automated systems for clinical diagnostics products, including but not limited to, Reagents and automated systems for clinical diagnosis and industrial control and their parts, fitting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany has no secured creditors, the requirement of convening meetings of secured creditors does not arise. In relation to the shareholders and unsecured creditors, the demerged company seeks dispensation from convening and holding of their respective meetings on the ground that all the shareholders and one unsecured creditor, having 91.83% in value of total unsecured debt, have given consent affidavits in favour of the Scheme. Needless to say, that under sub-section 9 of Section 230 of Companies Act, meeting of creditors can be dispensed with if creditors having at least 90% in value agree by way of consent affidavit in favour of the Scheme. 7. M/s. Biomerieux India Private Limited (Applicant Company 2/Resulting Company), was incorporate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce to sale of the Products. 9. It is submitted that the Resulting Company has two Equity Shareholders and all of the equity shareholders, having 100% of the equity share capital, have given consent affidavits to the Scheme, constituting 100% in value and 100% in number. The consent affidavits of each of the members have been placed on record. It is further represented that the resulting company has forty three unsecured creditors having an aggregate outstanding balance of approx. ₹ 10,041.84 lakhs. As unsecured creditors, constituting 93.9% in value have given their consent by way of consent affidavits, the requirement of convening meetings of unsecured creditors does not arise. The company has one secured creditor, having an agg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provisions of the Companies Act, 2013 or under the provisions of the Companies Act, 1956, is pending against any of the applicant companies. 14. The certificates of respective statutory auditors of all the applicant companies have been placed on record, confirming that the accounting treatment in the scheme is in conformity with Section 133 of the Companies Act, 2013. 15. Taking into consideration the application filed jointly by all the Applicant Companies the following directions are issued:- A) In relation to the Demerged Company:- (i) The meeting of Equity Shareholders is dispensed with as there are two equity shareholders in the company and all of their consent affidavits in favour of the Scheme have been placed on recor ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
