Ch. Mohd Sharief Tariq, Member - (1.) Under consideration is a joint Application filed under Sections 230 to 232 of the Companies Act, 2013. The prayer made is to dispense with convening, holding and conducting of the meeting of equity shareholders, secured/ unsecured creditors in relation to the Demerged and Resulting Companies.^.
(2.) M/S. MMC Health Care Limited i. The Demerged Company viz., M/s. MMC Health Care Limited has 13 equity shareholders. The list of shareholders is placed at page 144 of the typed set filed with the Application. The consent affidavits given by all the 13 equity shareholders are placed at pages 146 to 170 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. Therefore, the meeting of the equity shareholders of the Demerged Company is allowed to be dispensed with. ii. There is only secured creditor in relation to the Demerged Company. The certificate issued by the Charted Accountant to this effect is placed at page 189 of the typed set filed with the Application. The consent Affidavit of the secured creditor is placed at pages 191 and 192 of the typed set filed with the Application. Therefore, the meeting of the secured creditor is allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. iii. There are 33 unsecured creditors in relation to the Demerged Company. The certificate issued by the Charted Accountant to this effect is placed at page 199 and 200 of the typed set filed with the Application. The consent Affidavits of the unsecured creditors are placed at pages 202 to 272 of the typed set filed with the Application. Therefore, the meeting of the unsecured creditors is allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013.
(3.) M/S. M.M.C. Pharmaceuticals Limited As regards the Resulting Company viz., M/s. M.M.C. Pharmaceuticals Limited, it has 8 equity shareholders. The list of equity shareholders is placed at page 171 of the typed set filed with the Application. The consent affidavits given by all the 8 equity shareholders are placed at pages 173 to 188 of the typed set filed with the Application, wherein it has been deposed that they do support the Scheme and consent to dispense with convening, holding and conducting the meeting of equity shareholders. i. Therefore, the meeting of the equity shareholders of the Resulting Company is allowed to be dispensed with. ii. There is only secured creditor in relation to the Resulting Company. The certificate issued by the Charted Accountant to this effect is placed at page 194 of the typed set filed with the Application. The consent Affidavit of the secured creditor is placed at pages 196 to 198 of the typed set filed with the Application. Therefore, the meeting of the secured creditor is allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013. iii. There are 25 unsecured creditors in relation to the Resulting Company. The certificate issued by the Charted Accountant to this effect is placed at page 273 of the typed set filed with the Application. Out of 25 unsecured creditors 19 have given the consent Affidavits which constitute 97.36% of the total value of credit. The consent affidavits given by the unsecured creditors are placed at pages 275 to 321 of the typed set filed with the Application. Therefore, the meeting of the unsecured creditor is allowed to be dispensed with under clause (9) of the Section 230 of the Companies Act, 2013.;