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Judgment
Anand Byrareddy, J.—This application is filed u/s 391 of the Companies Act, 1956 seeking to dispense with the convening of the separate meetings of the equity shareholders, preference shareholders, secured creditors and unsecured creditors of the applicant-transferee company for approving the Scheme of arrangement of the applicant-company with Genovo Development Services Limited (hereinafter referred to as ''the Demerged Company'' for brevity). The applicant-transferee company is said to be incorporated in the year 1973 in the name and style of ''Sterilab Private Limited'' under the Companies Act, 1956 in the State of Karnataka with the objects of manufacturing all kinds of pharmaceuticals, drugs, chemicals, fine chemicals and all types of medicines and etc. Later, the name of the applicant-company was changed to "Medreich Sterilab Limited'' and thereafter to the present name ''Medreich Limited''.
The registered office of the applicant-Transferee Company is situated at Medreich House, No. 12/8, Saraswathi Ammal Street, Maruthi Seva Nagar, Bangalore-560 033.
The authorised share capital of the applicant-transferee company is Rs. 160,50,00,000/- divided into 4,86,34,259 equity shares of Rs. 10/- each and 1,41,96,160 preference shares of Rs. 78.80 each and two preference shares of Re. 1/- each. The issued, subscribed and paid up share capital of the applicant-company is Rs. 140,71,83,338/- divided into 2,88,52,593 equity snares of Rs. 10/- each and 1,41,96,160 non-cumulative participative convertible 1% preference shares of Rs. 78.80 each.
The Board of Directors of the applicant-company had approved and adopted a scheme of arrangement at its meeting held on 25-10-2013, by virtue of which the Research and Development Business Division (hereinafter referred to as ''the Demerged Undertaking'' for brevity) of the Demerged Company known as ''Genovo Development Services Limited'' having its Registered Office at Plot No. 36, Bommasandra Industrial Area, Anekal Taluk, Bangalore-560 099, is proposed to be demerged and vested with the applicant-transferee company, subject to confirmation of this Court within whose jurisdiction the Registered Offices of the applicant-company and the demerged company are situated.
It is stated that the applicant-company has eight equity shareholders and one preference shareholder. The list of shareholders duly certified by a Chartered Accountant is also produced. All the shareholders have accorded their "no objection'' to the proposed scheme and their consent letters also have been produced.
It is further stated that the applicant-company has four secured creditors aggregating to Rs. 169,24,99,579/- as on 30-9-2013. It is stated that the secured creditors are being paid in the normal course of business and that there are no over dues/outstanding payments due to the secured creditors. The charges created in favour of the secured creditors would continue even after the scheme is sanctioned. A certificate for the Chartered Accountant certifying the same is also produced. It is also stated that the applicant-company has 538 unsecured creditors for a value of Rs. 81,72,32,466/- as on 30-9-2013. Of the unsecured creditors as on 30-9-2013, majority of the unsecured creditors have been paid off and only 56 unsecured creditors for a value of Rs. 4,93,26,748/- remain as on 10-1-2014. Of the unsecured creditors who remain, a sum of Rs. 4,70,80,179/- is due to a group company and the Demerged Company itself, who along with the other unsecured creditors are being paid in the normal course of business of the Company. A certificate from a Chartered Accountant verifying the list of unsecured creditors as on 30-9-2013 is annexed and a certificate confirming the remaining unpaid unsecured creditors as on 10-1-2014 is also annexed.
Incidentally, it is stated that the applicant-company has four secured creditors as on 30-9-2013. The "no objection'' letters issued by all the four secured creditors of Medreich Limited to the proposed Scheme of arrangement between Medreich Limited and Genovo Development Services Limited is annexed to the memo dated 3-4-2014. Of the fifty-six unsecured creditors for an aggregate value of Rs. 4,93,26,748/-, the applicant-company has received "no objection'' letters from thirty-four unsecured creditors of value of Rs. 4,75,97,287/- consenting to the proposed Scheme of arrangement. The said unsecured creditors constitute 96.5% in the value of the remaining unsecured creditors stated in the application. The consent letters of the unsecured creditors are annexed to the memo dated 3-4-2014. The memo along with annexures are also taken on record.
Hence, the application is allowed as prayed for. The convening of the separate meetings of the equity shareholders, preference shareholders, secured creditors and unsecured creditors of the applicant-transferee company to consider the Scheme of arrangement is dispensed with. The applicant is directed to file a petition u/s 394 of the Companies Act, 1956 within four weeks.