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TMI Blog2021 (11) TMI 26X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/- each. Issued, Subscribed and Paid-up Share Capital of the First Applicant Company is Rs. 7,10,46,000/- divided into 71,04,600 Equity Shares of Rs. 10/- each. b. The Authorised Share Capital of the Second Applicant Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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 COVID-19) and held at Emil Pharmaceutical Industries Private Limited, is a Private Limited Company bearing CIN U24230MH1986PTC039809, a company incorporated under the Companies Act, 1956 having its registered Office situated at 101, Shree Mangalam, Kulupwadi, Near Nationa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme 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 Rs. 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 Counsel for the First Applicant Company submits that since the Scheme is an Arrangement between the First Applicant Company and its shareholders as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section. 230(1)(a) of the Companies Act, 2013 and as there is no Compromise and/or Arrang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; (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: [email protected]] to assist the Official Liquidator to scrutinize the books of accounts of the Transferor Company for the last five (5) years to pay a consolidated fees of INR 2,20,000/- for this purpose. The Official Liquidator may submit his representations, if any, within a period of thirty (30) days from the date of the receip ..... X X X X Extracts X X X X X X X X Extracts X X X X
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