9911796707
TMI Blog2021 (11) TMI 26X X X X Extracts X X X X X X X X Extracts X X X X ..... the First Applicant Company and Second Applicant Company are engaged in the business of manufacturing, trading, importing and exporting of medicines drugs chemical and pharmaceuticals and manufacture of bulk drugs, pharmaceuticals, other chemicals veterinary products, cosmetic products chemist, druggist, importers, processors, buyers, sellers, retailers and manufacturing or marketing products for others. 4. The Counsel for the Applicant Companies submits that the Board of Directors of the Applicant Companies in their respective meetings held on 7th day of December, 2020 have approved the proposed Scheme with the Appointed Date as 1st day of April 2020. The Board Resolution approving the Scheme for the Applicant Companies are annexed as Annexure D Annexure D1 respectively to the Company Scheme Application. 5. The appointed date for the Scheme of Merger by Absorption is 1st day of April 2020. 6. The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Companies as on 31st day of March, 2020 is as under: a. The Authorised Share Capital of the First Applicant Company is ₹ 10,00,00,000/- divided into 1,00,00,000 Equity Shares of ₹ 10/- eac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... name is recorded in the register of members of the Transferor Company on the Appointed Date or their respective heirs, executors or other legal representatives or the successors in title as the case may be, in the following ratio (the Share Entitlement Ratio ) For every 1000 share of MLL (Transferor Company) 672 shares of EMIL (Transferee Company) will be issued. 9. That the meeting of the Equity Shareholders of the First Applicant Company be convened (either physically or virtually as per the circumstances prevailing due to Covid) and held at 102, Shree Mangalam, 1st Floor, Kulupwadi, Borivali (E) Mumbai-400066, Maharashtra India on Tuesday, 23rd November, 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Merger by Absorption Medibios Laboratories Limited (First Applicant Company/Transferor Company) and Emil Pharmaceuticals Industries Private Limited (Second Applicant Company/Transferee Company) and their respective Shareholders. 10. That the meeting of the Equity Shareholders of the Second Applicant Company be convened (either physically or virtually as per the circumstances prevailing due to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d in Mumbai, not less than 30 (Thirty) days before the date fixed for the meetings by the respective Applicant Company. 14. That Mr. Tushar Anil Korday, Managing Director of the First Applicant Company shall be the Chairman of the aforesaid Meeting of the Equity Shareholders of the First Applicant Company to be held at 102, Shree Mangalam, 1st Floor, Kulupwadi, Borivali (E) Mumbai-400066, Maharashtra India on Tuesday, 23rd November, 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Merger by Absorption Medibios Laboratories Limited (First Applicant Company/Transferor Company) and Emil Pharmaceuticals Industries Private Limited (Second Applicant Company/Transferee Company) and their respective Shareholders. 15. That Mr. Tushar Anil Korday, Director of the Second Applicant Company shall be the Chairman of the aforesaid Meeting of the Equity Shareholders of the Second Applicant Company to be held at 101, Shree Mangalam, Kulupwadi, Near National Park, Borivali (East), Mumbai-400066, Maharashtra India on Tuesday, 23rd day of November, 2021 at 1:00 p.m. for the purpose of considering and, if thought fit, a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty-Two Thousand Five Hundred and Eighty only) as on 30th September 2020. It further submits that a written consent affidavits shall be obtained from all the Secured Creditors of both the Applicant Companies in due course of time but not later than submission of Company Petition (CP) for the said merger scheme and be submitted with Hon'ble Bench for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Merger by Absorption Medibios Laboratories Limited (First Applicant Company/Transferor Company) and Emil Pharmaceuticals Industries Private Limited (Second Applicant Company/Transferee Company) and their respective Shareholders. Hence, in view of the above the meeting of Secured Creditors be dispensed with. 22. The Counsel for the Applicant Companies submits that the First Applicant Company has 234 (Two Hundred and Thirty-Four) Unsecured Creditors as on 30th September, 2020 amounting to ₹ 10,11,96,739/- (Rupees Ten Crores Eleven Lakhs Ninety-Six Thousand Seven Hundred and Thirty-Nine only) List of Unsecured Creditors of the First Applicant Company is annexed as Annexure I to the Company Scheme Application. 23. The Couns ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant Company. 26. The First Applicant Company/Transferor Company to serve notice of the present Application complete with enclosures by Registered Post-AD/Speed Post and Hand delivery on - (1) the Regional Director (Western region), Ministry of Corporate Affairs, Mumbai; (2) Registrar of Companies, Maharashtra, Mumbai; (3) Official Liquidator, High Court Bombay and (4) Income Tax Authority within whose jurisdiction the Transferor Company are assessed to tax, bearing PAN number AABCM4875D having IT ward jurisdiction circle R/C Ward Aayakar bhavan Mumbai. (5) Concerned GST Authorities of respective Companies. Pursuant to section 230(5) of the Companies Act, 2013 and rule 8 of the Companies (Compromises Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such authorities within 30 days of the date of receipt of the notice, it will be presumed that they have no objection to the proposed Scheme. 27. The Tribunal is appointing, M/s. CA Hemant K. Shah of Hemant K. Shah Associates, Chartered Accountants, having their office at, Shop No. 15, Shreeji Plaza, Plot No. 24 Sector 25 Nerul, Mumbai-400706, Mobile No. 9004037902, [Email: shahhemant ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
