TaxTMI 
TaxTMI 
2021 (10) TMI 715
X X X X Extracts X X X X
X X X X Extracts X X X X
....nal Company Law Tribunal Rules, 2016, duly supported by separate affidavits of the Applicant Companies, seeking appropriate orders/directions for dispensing with the respective meetings. of the shareholders, secured creditors and unsecured creditors of both the companies, in connection with the proposed Scheme of Arrangement as contemplated between the applicant companies. The said Scheme of Arrangement, (hereinafter referred to as the "Scheme"), has been placed on record, along with the joint application. 2. It is represented that the registered offices of all the applicant companies are situated in New Delhi and therefore, the subject matter of this joint application falls within the Jurisdiction of this Bench. 3. M/s. RAS Life Scie....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ng, importing, exporting, marketing, distribution, packaging, dealing, exploiting or otherwise dealing in all types of automatic, semi-automatic, digital, electronic instruments, equipments, apparatus, machineries, tools more automated systems for clinical diagnostics products, including but not limited to, Reagents and automated systems for clinical diagnosis and industrial control and their parts, fittings, components and accessories (the "Products") used particularly for diagnosis in the field of healthcare, treatments, research, operation and for saving life of human-beings and animals. * To carry on business of training specialists for the Product and of the final end-user of the Products, technical assistance services for the....
X X X X Extracts X X X X
X X X X Extracts X X X X
.....83% in value of total unsecured debt, have given consent affidavits in favour of the Scheme. Needless to say, that under sub-section 9 of Section 230 of Companies Act, meeting of creditors can be dispensed with if creditors having at least 90% in value agree by way of consent affidavit in favour of the Scheme. 7. M/s. Biomerieux India Private Limited (Applicant Company 2/Resulting Company), was incorporated on 10.06.1998, under provisions of the Companies Act, 1956 and presently having its registered office at 43-A, Okhla Industrial Estate, Phase-III, New Delhi-110020. The present Authorized Share Capital of the Transferee Company is Rs. 7,50,00,000/-, divided into 75,00,000 Equity Shares of Rs. 10/- each. The present Issued, Subscribed....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ord. It is further represented that the resulting company has forty three unsecured creditors having an aggregate outstanding balance of approx. Rs. 10,041.84 lakhs. As unsecured creditors, constituting 93.9% in value have given their consent by way of consent affidavits, the requirement of convening meetings of unsecured creditors does not arise. The company has one secured creditor, having an aggregate outstanding balance of Rs. 1,69,85,476/- as on 31.03.2021, the sole secured creditor, constituting 100% in value of the secured debt, has given its consent to the proposed scheme by way of the affidavit. In relation to the shareholders and creditors, the resulting company seeks dispensation from convening and holding of their respective mee....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Companies Act, 2013. 15. Taking into consideration the application filed jointly by all the Applicant Companies the following directions are issued:- A) In relation to the Demerged Company:- (i) The meeting of Equity Shareholders is dispensed with as there are two equity shareholders in the company and all of their consent affidavits in favour of the Scheme have been placed on record. (ii) The requirement of the meeting of secured creditors is obviated as there is no secured creditor in the company and therefore, the requirement of convening meeting of secured creditors does not arise. (iii) The meeting of unsecured creditors is also dispensed with as there are 24 unsecured creditors out of which 2 uns....