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TMI Blog2022 (5) TMI 762X X X X Extracts X X X X X X X X Extracts X X X X ..... editors Applicant Company including the requirement of issue and publication of notices through The Hindu' and 'Udayavani' for the same, if dispensation is not considered. The Scheme of Merger by Absorption is placed on record at Annexure A of the Application. 2. The Applicant/Transferee Company was incorporated under the Companies Act, 2013 bearing CIN: U24119KA2016FLC093936, as 'Biocon Biologies India Limited' vide Certificate of Incorporation dated 08.06.2016. On 17.10.2020, the Applicant Company's name was changed to 'Biocon Biologies Limited'. The registered office of the Transferee Company is situated at Biocon House, Ground Floor, Tower-3, Semicon Park, Electronic City, Phase-II, Hosur Road, and Bengaluru-560100. The Copy of Certificate of Incorporation issued by the Registrar of Companies, Karnataka and Articles of Association is found attached as Annexure D and F of the Application. As per the Memorandum of Association, the main objects of Transferee Company are as follows: "(a), to carry on the business in India or elsewhere of manufacture, formulate, process, develop, refine, import, export, either on wholesale and/or retail trade, all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reads as under:- "(A) PREAMBLE (V) The Transferor Company and the Transferee Company propose that upon this Scheme of Merger by Absorption coming into effect, all commercialization rights and obligations of the Transferor Company under the Supply Agreement, including entitlement to get supply of minimum annual quantity of the vaccines and obligations of the part of the Transferor Company to offer first right to SILS to manufacture the vaccines shall vest in the Transferee Company. (VI) The Transferee Company delivers affordable access to innovative and inclusive healthcare solutions by leveraging cutting-edge science, innovative tech platforms, advanced research & development capabilities and global scale manufacturing capacities to lower treatment costs while improving healthcare outcomes worldwide." 5. The Board of Directors of the Applicant Company have unanimously approved the Scheme vide Board Resolution dated 03.01.2022. The aforesaid Board Resolution of the Applicant Company is at Annexure B of the Application. 6. It is stated in Para 38 (page No. 34) of the Application that no investigation proceedings are pending against the Applicant Company under the Companies Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of sanctioning the Scheme; and VI. Pass such other and further orders as are deemed necessary in the facts and circumstances of the case." 8. The Learned Counsel for the Transferee Company have submitted that as per the Certificate dated 24.01.2022 (Annexure-N of the Application) of Ravindra T & Associates LLP, Chartered Accountant, there are twenty four (24) Equity Shareholders of which thirteen (13) have given consent to the said Scheme. The consent affidavits are attached as Annexure P of the application. It is also submitted that, there are one (01) optionally convertible redeemable non-cumulative Preference shareholders and one (01) non-convertible redeemable non-cumulative preference shareholder in the Transferee Company as on 30.09.2021 and 31.12.2021. The consents of the one optionally convertible redeemable non-cumulative Preference shareholders and one non-convertible redeemable non-cumulative preference shareholder for the said Scheme are attached as Annexure Q of the application. On 21.03.2022 vide diary No. 1142, learned Counsel for the applicant Company submitted the Chartered accountant Certificate dated 17.03.2022 issued by Ravindra T & Associates LLP indicating ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Merger would result into operational synergies. d. The Merger is expected to increase the financial strength of the Companies enabling further growth and development of the Transferee Company, as a merged entity. e. The Merger would bring greater management focus and would help in achieving uniform corporate policies and faster/effective decision making and its implementation." 12. It is further submitted that the certified true copy of the valuation report dated 03.01.2022 issued by Raghuraman Krishna Iyer (Chartered Accountant) is attached as Annexure Y of the Application. 13. The Learned Counsel for the Applicant Company also submitted that the certificate of the statutory auditor has been filed stating that the accounting treatment specified in paragraph 1L of the Part IV of the proposed Scheme of Merger by Absorption is in conformity with the Accounting Standards prescribed under Section 133 of the Act and other generally accepted accounting principles and circulars issued thereunder and all applicable Accounting Standards notified by Central Government under Companies Act, 2013. The aforesaid certificate dated 03.01.2022 of BSR & Co. LLP, Chartered Accountants, is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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