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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 ..... 1) M/s. Bangalore Biotech Labs Pvt. Ltd. (hereinafter referred to as 'Applicant Company No.1/Demerged Company') was incorporated on 20th February, 2001 under the provisions of the Companies Act, 1956 bearing CIN: U73100KA2001PTC028646. Its Authorised Share Capital is Rs. 8,00,00,000/-divided into 40,00,000 Equity Shares of Rs. 10/- each and 40,00,000 redeemable cumulative preference shares of Rs. 10/ each and the Issued, Subscribed and Paid-up Share Capital is Rs. 4,00,00,000/- divided into 40,00,000 Equity Shares of Rs. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0,000/-. Accordingly, Mr. Vibin B Joseph vide Affidavit dated 25th September 2020, has given consent for the proposed Scheme of Arrangement and for dispensing with the convening and holding of a meeting of the Unsecured Creditors of the Demerged Company for the purpose of approving the said Scheme. Similarly, another Affidavit has filed by Mr. Susan V Joseph dated 25th September, 2020 with the same declaration. It is also certified that there are 85 (Eighty Five) Unsecured Trade Creditors as on 26.09.2020 aggregating to Rs. 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 Rs. 10,00,000/-divided into 1,00,000/- Equity shares of Rs. 10/- each and the Issue, Subscribed and paid up share capital is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each fully paid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Creditors have filed respective Affidavits giving consent to the Scheme in question along with dispensation for the said meeting. (8) The Board of Directors of the Applicant Companies have approved a Scheme of Arrangement ('Scheme') in their respective meetings of Board of Directors held on 3rd , September, 2020 for the demerger and vesting of ('Demerged Undertaking') and more fully described in the Scheme from 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave disclosed material information with regard to the Scheme in question. In the normal circumstances, it is the prerogative of concerned Companies to take decisions dictated by commercial expediency and evolve Scheme in their mutual business interest, and the Tribunal is only empowered to examine the Scheme broadly, so as to ensure that the Scheme is prepared in accordance with the provisions law and the interest of all the stakeholders 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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