- (1.) This petition has been filed under Sections 391 and 394 of the Companies Act, 1956, duly supported by affidavits for sanctioning of the Scheme of Arrangement between the petitioner company Ranbaxy Laboratories Limited (Transferor Company) and M/s Sun Pharmaceutical Industries Limited (Transferee Company) and wherein the petitioner/Transferor Company make a prayer for direction to hold the meeting of its equity shareholders but dispensation of the meetings of its secured and unsecured creditors for sanctioning of the said Scheme, which includes reduction of capital and reserves and surplus pursuant to Section 78, Section 100 and other relevant provisions of the Companies Act.
(2.) The Petitioner/Transferor Company was incorporated on 16.06.1961 in the name of Lepetit Ranbaxy Laboratories Pvt. Ltd. as per the Certificate of Incorporation issued by the Registrar of Companies, Delhi. The Company deemed to be a Limited Company w.e.f. 20.03.1962 and converted into a Public Limited Company w.e.f. 24.08.1966. It was converted to a Private Limited Company w.e.f. 28.10.1970 and subsequently, on 27.09.1973, was converted into a Public Limited Company under The Companies Act, 1956 under the name and style of Ranbaxy Laboratories Limited. The registered office of the said Company was changed from the State of Delhi to State of Punjab.
(3.) The registered office of Petitioner/Transferor Company is situated at A-41, Industrial Area, Phase VIII-A, SAS Nagar, Mohali (Punjab) i.e. within jurisdiction of this Court. Main objects of the Transferor Company, as set out in the Memorandum and Articles of Association, have been appended to the petition as Annexure P-2 (Colly).;