9911796707
TMI Blog2020 (9) TMI 475X X X X Extracts X X X X X X X X Extracts X X X X ..... r has come before this Tribunal to oppose the Scheme nor has any party controverted any averments made in the Petitions to the Scheme of Arrangement of Suremed Lifecare Private Limited(First Petitioner), the First Demerged Company and Precise Chemipharma Private Limited (Second Petitioner Company), Second Demerged Company/ First Resulting Company with Precise Bio Pharma Private Limited (Third Petitioner Company), Second Resulting Company and their respective shareholders. 3. The Sanction of the Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, to the Scheme of Arrangement of Suremed Lifecare Private Limited (First Petitioner), the First Demerged Company and Precise Chemipharma Private ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nificant value for the shareholders of the Demerged Companies and would also provide greater business focus for both the Companies. 8. The Learned Advocate appearing on behalf of the Petitioner Companies states that the Petition is filed in consonance with the Order dated 27th April, 2020 passed by this Tribunal in Consolidated Company Scheme Application No. CA (CAA) No.897/MB.V/2020. 9. The Learned Advocate appearing on behalf of the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per directions of this Bench, and that they have filed necessary compliance reports. 10. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, has filed its Report on 11thAugust, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 230(6) of the Act in meetings duly held in terms of Section 230(1) read with subsection (3) to (5) of Section 230 of the Act and the Minutes thereof are duly placed before the Tribunal. (d) Hon'ble NCLT may kindly direct the petitioners to file an affidavit to the extent that the Scheme enclosed to Company Application & Company Petition, are one and same and there is no discrepancy/any changes/changes are made, for the changes if any liberty be given to Central Government to file further report if any required. (e) The Petitioners under provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by arrangement. Further, the approval of the scheme by this Hon'b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ph IV (c) of the Report of the Regional Director is concerned, the Petitioner Companies states that pursuant to the Order of the Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT) dated 27thApril, 2020 passed in Company Scheme Application No. CA (CAA) No.897/MB.V/2020and as directed therein, the meeting of the Equity Shareholders of all the Petitioner Companies has been dispensed with by the NCLT in view of the Consent Affidavits given by all the Equity Shareholders of the Petitioner Companies annexed as Annexures "F-1 to F-4", "G-1 to G-5" and "H-1 to H-3" to the Company Scheme Application. Further, as per the aforesaid order of the Tribunal, since the scheme is as contemplated under Section 230(1)(b) and not under provisions of S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bunal will not deter such Authorities to deal with any of the issues arising after giving effect to the scheme and the decision of such Authorities shall be binding on the Petitioner Companies. 16. As far as the observation in paragraph IV (f) of the Report of the Regional Director is concerned, the Petitioner Companies undertakes to comply with the provisions of the Companies Act 2013 for any change (contemplated under the Scheme) in the Memorandum And Articles of Association of the Resulting Companies (i.e. increase in authorized share capital) as per the provisions of Section 13 and 14 of the Companies Act, 2013 or other application provisions of the Act r/w relevant rule(s) of the Company (Incorporation) Rule, 2014. 17. As far as the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alongwith a copy of Scheme of Arrangement with the concerned Registrar of Companies, electronically inform INC-28, as per the relevant provisions of the Companies Act, 2013, within 30 days from the date of issue of the order by the Registry, duly certified by the Deputy/Assistant Registrar of this Tribunal. 23. The Petitioner Companies to lodge a copy of this Order, duly certified by the Deputy/ Assistant Registrar of this Tribunal, along with a copy of the Scheme, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable within 60 days from the date of receipt of copy of the Order. 24. All concerned Regulatory Authorities to act on copy of this Order duly certified by the Deputy Registrar or Assis ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
