TMI Blog2022 (5) TMI 534X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Counsel for the Applicant Companies submits that the present Scheme is a Scheme of Arrangement between S.H. Pitkar Orthotools Private Limited (First Applicant Company/Demerged Company) and Precima Technologies Private Limited (Second Applicant Company/Resulting Company) and their respective shareholders. 3. The Learned Counsel for the Applicant Companies submits that the First Applicant Company is engaged in the business manufacturing and sale of surgical instruments tools, laboratory appliances medical appliances, and instruments, orthopaedic dental implants and medical appliances for measuring, checking, testing, navigation and other purpose except optical instruments. 4. The Learned Counsel for the Applicant Companies submits ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0/- divided into 10,000 Equity Shares of Rs. 10/- each. 8. The Learned Counsel for the Applicant Companies further submits that the rationale for the Scheme are as follow: (i) SHPOPL is engaged in business of manufacturing and sale of surgical instruments, tools, laboratory appliances, medical appliances and instruments, orthopedic dental implants and medical appliances for measuring, checking, testing, navigating and other purposes except optical instruments. (ii) SHPOPL is on a high growth trajectory and is seeking investor participation for its Business. The investor is willing to be a part of the Surgical and Orthotools Business and not DIMF Business and shall not assign any additional value for the DIMF Business Division ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Undertaking in the Resulting Company pursuant to this Scheme, the Resulting Company shall, without any further act or deed, issue and allot to each equity shareholder of the Demerged Company, whose name is recorded in the register of members of the Demerged Company as on the Appointed Date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title as the case may be, as under: For every 3 Shares of Face value INR 100 in SHOPL, equity shareholders of SHOPL shall be issued 227.0141430385 shares of INR 10 each fully paid up in PTPL (Fractional share entitlement shall be rounded off to the nearest whole number). 10. The Learned Counsel for the Applicant Companies submits that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submits that as far as the rights of Secured Creditors of the First Applicant Company are concerned, they will not be affected by the proposed Scheme of Arrangement since post Scheme, the assets of the First Applicant Company will be sufficient to discharge its liabilities and further, the scheme is an arrangement between the Applicant Companies and their respective shareholders as contemplated under section 230(1)(b) of the Companies Act, 2013 and there is no compromise or arrangement with any Creditors of the First Applicant Company. Therefore, no meeting of the Secured Creditor of the First Applicant Company is required to be convened. The First Applicant Company undertakes to serve notice by R.P.A.D./speed post/email/hand delivery/cour ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd the statutory Auditors certificate certifying the list of Unsecured Creditors of the Second Applicant Company are annexed as Annexure 'P1' and Annexure 'P2' respectively. 16. The Learned Counsel for the Applicant Companies submits that as far as the rights of Unsecured Creditors of the Applicant Companies are concerned, they will not be affected by the proposed Scheme of Arrangement since post Scheme, the assets of the Applicant Companies will be sufficient to discharge its liabilities and further, the scheme is an arrangement between the Applicant Companies and their respective shareholders as contemplated under section 230(1)(b) of the Companies Act, 2013 and there is no compromise or arrangement with any Creditors o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , it will be presumed that they have no objection to the proposed Scheme. 18. The Second Applicant Company is directed to serve notice upon the-(1) Central Government through the office of Regional Director (Western region), Mumbai; (2) Registrar of Companies, Maharashtra, Pune;(3) Income Tax Authority within whose jurisdiction the Second Applicant Company are assessed to tax, bearing PAN number AAKCP8312K having IT ward jurisdiction ward Circle 2, Pune, PMT Building, Swargate, Pune; and (4) GST Authority within whose jurisdiction the Second Applicant Company is assessed to GST, bearing GSTIN 27AAKCP8312K1Z1 having jurisdiction Zone-Pune, Division-Pune-East, charge-Baner-701 pursuant to section 230(5) of the Companies Act, 2013 and rule ..... X X X X Extracts X X X X X X X X Extracts X X X X
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