Rajeswara Rao Vittanala, Member - (1.) The Joint Company Petition bearing CP (CAA) No. 64/230/HDB/2017 is filed by M/s. Sanzyme Private Limited (1st Petitioner/Demerged Company) and M/S. Sansyme Biologies Private Limited (2nd Petitioner/Resulting Company) under Sections 232 R/w section 230 of the Companies Act, 2013, by inter-alia seeking to sanction scheme of Arrangement as per Annexure-G, so as to be binding on all the Equity Shareholders/Members, Creditors and employees of the Petitioner/Transferee Company etc.
(2.) The case was listed before this Bench on 7.3.2017, 19.5.2017, 19.7.2017, reserved on 28.7.2017.
(3.) Brief facts of case, which are relevant to the issue in question, are submitted as under: a. M/s. Sanzyme Private Limited (Demerged Company) is a Private Limited Company incorporated under the provisions of the Companies Act, 1956 on 05.08.1969. Its Registered Office is situated at 8-2-120/13/5, Plot No. 13, Sagar Society Road No. 2, Banjara Hills, Hyderabad - 34, Telangana. b. The objects of the 1st Petitioner/Demerged Company is to manufacture, Import, export, buy, sell, distribute and deal in enzymes, anti-tuberculosis agents, anti-hystamines, vitamins and their specialities and processors, producers, blenders, researchers purchasers, distributors, sellers, marketers, and dealers in food/diary/nutraceutical products, food supplements including various kinds of pre-mixes of tea, coffee, probiotic preparations. c. The Authorized Share Capital of the Demerged Company as on 31.03.2016 is Rs. 10,00,00,000/- divided into 9,90,000 Equity Shares of Rs. 100/- each and 10,000 cumulative Redeemable Preference Shares of Rs. 100/- each and the issued subscribed and paid up share capital of the 1st Petitioner/Demerged Company is Rs. 8,52,99,200/- divided into 8,52,992 equity shares of Rs. 100/- each full paid up. d. M/s. Sanzyme Biologics Private Limited (2nd Petitioner/Resulting Company) is a Private Limited Company incorporated under the provisions of the Companies Act, 2013 on 16.09.2016. Its Registered Office is situated at 8-2-120/13/5, Plot No. 13, Sagar Society Road No. 2, Banjara Hills, Hyderabad - 34, Telangana. e. The objects of the 2nd Petitioner/Resulting Company is to carry on the business of manufacturing, producing, processing, preparing, refining, treating, developing, buying, selling, importing, exporting, distributing, marketing and generally dealing in all kinds and descriptions of biological products, microbes, pro-bioitcs, probiotic formulations, feed supplements bio-similars, bio-insecticides, biopesticides, bio-agricultural products, biologics, hormones, surfactants, biopharmaceutical products and to carry on the business of research, design, develop, prepare and supply of technical-know how, consultants, advisers in the field of manufacturing, importing and exporting of all kinds of probiotics, pharmaceuticals, ayurvedic and herbal drugs, chemicals, medical kits and equipment, and to deal in all kinds of machinery and equipment capable of being used to attain the above objects by any other organisation and to promote, encourage, initiate, assist in all kinds of research and development work and to set up laboratories and other facilities etc., f. The present authorized share capital of 2nd Petitioner/Resulting Company is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid up Share Capital of the 2nd Petitioner/Resulting Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each fully paid up.;