TMI Blog2022 (5) TMI 762X X X X Extracts X X X X X X X X Extracts X X X X ..... of Merger with the Non-Applicant/Transferor Company M/s. Covidshield Technologies Private Limited (described in short Non-Applicant/Transferor Company) inter alia, seeking for dispensation of the meeting of shareholders, secured and unsecured creditors of the Applicant Company, or alternatively seeking for convening the meeting of the shareholders, secured and unsecured creditors 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 Regi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Subscribed and Paid-Up share capital of the Transferee Company as on September 30th, 2021 and December 31, 2021 is as under: It is also stated that subsequent to 31.12.2021 and till the date of filing the Application, there has been no change in the share capital structure of the Transferee Company. 4. The preamble of the proposed Scheme is at Annexure A of this Application and the same 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 heal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d publication of notices through 'The Hindu' and 'Udayavani' for the same IV. To pass direction, if required, for appointment of Chairperson and Scrutinizer for the meeting or meetings to be held and terms of appointment and remuneration for the Chairperson and consequential directions; V. To pass direction for permitting the filing of application, petition, other documents as may be required, for the purpose 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 30.09.202 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a better position to market and distribute vaccines in different territories and strengthen its position in the market of vaccines, life-saving drugs and other pharmaceutical drugs. b. The Merger will enable consolidation of resources of the Companies resulting in more productive utilization of the said resources and achieving economics of scale resulting into cost and operational efficiencies, which would be beneficial for all the stakeholders. c. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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