TaxTMI 
TaxTMI 
2022 (5) TMI 534
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....rged 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 that the Second Applicant Company is engaged in the business of manufactures of or dealers in stocklist, importers, and exporters, repairers of equipment relation to Dentistr....
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....s 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 and the asset and liabilities attached to it. Thus, in this regard, it is proposed by the Board of Directors of the Company to separate the DIMF Business Di....
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....llot 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 there are five Equity Shareholders in the first Applicant Company and the total value of these Shareholders is Rs. 35,44,500/-. Further....
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.... 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/courier upon its Secured Creditor with a direction that it may submit their representation, if any, within a period of thirty days from th....
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....re '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 of the Applicant Companies. Therefore, no meeting of the Unsecured Creditors of the Applicant Companies is required to be convened. The....