IN RE Vs. EYEKARE KILITCH LIMITED AND ORS

JUDGEMENT

(1.) The Counsel for the Applicants states that the present Scheme is an Arrangement between Eyekare Kilitch Limited, the Demerged Company and Kilitch Healthcare India Limited, the Resulting Company and their respective Shareholders. This Scheme of Arrangement provides for the transfer of 'Eyekare Business' from Eyekare Kilitch Limited, the Demerged Company to Kilitch Healthcare India Limited, the Resulting Company, and the consequent discharge of consideration by the Resulting Company to the shareholders of the Demerged Company, pursuant to the relevant provisions of the Act.

(2.) The Counsel for the Applicants further submit that the Demerged Company is primarily engaged in the pharma business focusing on marketing of ophthalmic formulations catering to demands of ophthalmologist pan India and trading in pharma items/equipments. The Resulting Company is primarily engaged in the pharma business focusing on manufacturing of small volume parenerals viz injectable, ophthalmic formulations, prefilled syringes etc.

(3.) The Counsel for the Applicants further submit that rational for Scheme is that in order to give requisite management focus in a more professional manner and to create a more competitive business both in scale and operations and autonomy to pursue the possibilities of expansion and growth and to achieve operational efficiencies, optimising costs, revenues, capital the management of Demerged Company has decided to demerge Eyekare Business, thereby transferring Eyekare Business of Eyekare Kilitch Limited to Kilitch Healthcare India Limited, in the interests of maximizing overall shareholder value. Therefore, with a view to effect such plan, the Board of Directors of Demerged Company and the Resulting Company proposes that the Eyekare Business of the Demerged Company be transferred to and vested in the Resulting Company on a going concern basis. The Resulting Company holds 86.50% in the Demerged Company.