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CA (CAA) NO. 5/Chd/Hry/2021
(1st Motion)
THE NATIONAL COMPANY LAW TRIBUNAL
“CHANDIGARH BENCH, CHANDIGARH”
(Through web-based video conferencing platform)
CA (CAA) NO. 5/Chd/Hry/2021
(1st Motion)
Under Sections 230 to 232 of
the Companies Act, 2013
IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN:
THE HI - TECH ROBOTIC SYSTEMZ LIMITED,
CIN - U28999HR2004PLC090652
Having registered office at A-18, Infocity-1,
Sector 34, Gurgaon -122001, Haryana
…Demerged Company-Applicant Company 1
AND
NOVUS HI-TECH ROBOTIC SYSTEMZ PRIVATE LIMITED
CIN - U72100HR2012PTC090834
Having registered office at A-18, Infocity-1,
Sector 34, Gurgaon -122001, Haryana
… Resulting Company-Applicant Company 2
Judgment delivered on: 30.09.2021
CORAM: HON’BLE MR. AJAY KUMAR VATSAVAYI, (JUDICIAL)
HON’BLE MR. L. N. GUPTA, MEMBER (TECHNICAL)
For the Applicant Companies :
1. Mr. Rohit Khanna, Advocate
2. Mr. Raghav Kapoor
Per: Ajay Kumar Vatsavayi, Member (Judicial)
JUDGEMENT
This is a Joint First Motion Application filed by The Hi - Tech
Robotic Systemz Limited (Applicant Company 1-Demerged Company) and
Novus Hi-Tech Robotic Systemz Private Limited (previously known as Novus
Autotech
Private
Limited)
(Applicant
Company
2-Resulting
Company)
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CA (CAA) NO. 5/Chd/Hry/2021
(1st Motion)
respectively, under Section 230 - 232 read with Section 66 of the Companies
Act, 2013 (for brevity, “Act”) and and other applicable provisions read with the
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for
brevity, the ‘Rules’) for sanction of the proposed Scheme of Arrangement(for
short, the ‘Scheme’). The joint application is maintainable in terms of Rule 3(2)
of the Rules.
2.
The Board of Directors of the Applicant Companies have
unanimously approved the “Scheme”
(Annexure-A1)
in their respective
meetings by passing the Board Resolutions dated 05.11.2020, subject to
sanctioning of the same by this Tribunal and the same are attached at Annexure
A-2 and B-1.
3.
As per Memorandum and Articles of Association, the main
objects of Demerged Company-Applicant Company 1 are as under:
“1. To design, develop, modify, carry out research in, buy,
sell, import, export, maintain, repair, convert, distribute, market
hire, lease and otherwise deal in all kinds of robots, robots
manufacturing, robotic systems, engineering and fabrication of
robots, systems, Mechanical Systems, Hydraulic Systems, Micro
Controllers, Radio Frequency Devices, Sheet Metal Fabrication,
Bearing Manufacturing, PCB Design Manufacturing, Chip
Importing, Sim Card
Manufacturing, Fixed and Mobile,
Surveillance, Thermal Imaging, Odor Sensor, Antiodies,
Biosensors,
Microwave
Sensors
-
X-Ray
Tomography,
Humanoids, Jigs and Fixtures, Electronic Testing Equipments,
Wireless Communicator, components and all systems in relation
to the forgoing and carry on business or rendering services on
any one or more aforesaid matter( s) andinstruments of every
kind including the carry on business of consultants in all fields of
Robotics.
2. To carry on business in the field of computer vision,
algorithms, software, micro camera, IR vision camera, Night
vision, Thermal Imagery, Satellite image
analysis image
processing.
Spectral
analysis,
Navigation
Equipments,
Webcams, Tripodcams.
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CA (CAA) NO. 5/Chd/Hry/2021
(1st Motion)
3. To carry on in the field of Artificial Intelligence, Expert
Systems,
Neural
Networks,
Decision
Support
Systems,
Embedded and Non Embedded Network, Wireless LAN/WAN,
Smart Card Readers, Smart Card Writers, Global Positioning
Systems, Vehicle Tracking Equipments Line, GPS Receivers.
Automatic Transmissions, Automatic Clutch Control Software,
Global Position Systems, GIS and Digital Maps, Virtual and
Augmented reality, Simulation, Wargaming, Special Effects
animation Software's and Products, Solid and Liquid Fuels and
Propellants,
ExplosiveTesting,
Speciality
Materials
and
Composites, Face recognition software, Machine leouning
Software, Chip design and manufacturing.”
4.
The learned c
