Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing OP (CAA) No. 151/230/HDB/2017 is filed by M/s. Harika Drugs Private Limited (Petitioner / Transferee Company) under Sections 230 and 232 of the Companies Act, 2013, by inter-alia seeking to sanction scheme of Amalgamation in question so as to be binding on all the Equity Shareholders / Members, Creditors and employees of the Petitioner / Transferee Company.
(2.) Brief facts of case, leading to filing of the present company petition are as under:- a. M/s.Harika Drugs Private Limited (hereinafter referred to as "HDPL" / Transferee Company) was originally incorporated as a private limited in the State of Kamataka on 13th September, 1985. Later on the company had changed its registered office from the State of Karnataka to then State of Andhra Pradesh and same was confirmed by the orders of Company Law Board Bench, Southern Region, Chennai vide its orders dated 19th September, 1989 and a fresh certificate of incorporation consequent on change of its Registered Office was issued by the Registrar of Companies, Andhra Pradesh on 19th October, 1989. Its registered office is situated at 5-5-35/145/NR, Plot No. 110, Prasanth Nagar, Kukatpally, Hyderabad - 500 072, Telangana. The main objects of the Transferee Company is to carry on business of manufacture, buy, sell, import, export and generally deal in all types of chemicals, pharmaceuticals, drugs, intermediaries etc. b. The Authorized Share Capital of the Transferee Company as on 31.03.2016 is Rs. 1,00,00,000/- divided into 10,000 Equity Shares of Rs.1000/- each. The issued subscribed and paid up capital of the Transferee Company is Rs. 62,90,000/- divided into 6,290 equity shares of Rs. 1000/-each fully paid up. c. M/s.Venkatarama Chemicals Private Limited (Transferor Company) is a Private Limited Company incorporated under the provisions of the Companies Act, 1956 on 15th day of December, 1981. Its Registered Office is situated at Plot No.33, 8-3-229/33, Tahir Ville, Yousufguda 'X' Road, Hyderabad - 500 045. The objects of the Transferor Company is to manufacture, refine and prepare all classes and kinds of Chemicals such as Guanidine nitrite, Guanidine Hydrochloride, Guanidine sulphate and its other salts and all types of drugs, drug intermediates and Chemicals like oxalic acid etc., d. The present Authorised Share Capital of the Transferor Company as on 31.03.2016 is Rs. 1,00,00,000/- divided into 10,00,000 Equity Shares of Rs.10/- each. The issued subscribed and paid up Capital of the Transferor Company is Rs. 32,58,000/- divided into 3,25,800 equity shares of Rs. 10/-each.
(3.) The Directors of both Transferor Company and Transferee Company are of the opinion that the proposed Amalgamation will be for the benefit of both the Companies. The integration, consolidation and amalgamation of the Transferor Company with the Transferee Company would inter-alia have the following benefits:- (i) Both the Transferor Company and the Transferee Company are engaged in the manufacturer of Bulk drugs, finished drugs and other chemicals etc. By merging the company can get the raw materials at a lesser price by ordering large quantities so that the cost of production will automatically reduce. (ii) The merged company can borrow funds at a subsidized rate of interest as the turnover and asset base would be more after merging than individual companies. (iii) To increase the finance base of the both the companies invest more in research and development and the merger have more benefits than the individual companies which will lead to better quality of goods for consumers. (iv) The merger can reduce competition between companies and can get greater market share. (v) The merged company can utilize skilled professionals more efficiently. (vi) The merged company can get tax benefits by utilising MAT credit of Transferor Company. (vii) It will increase credit worthiness of the company. (viii) The merged company can have access to more customers than individual companies. (ix) Diversification of the products, and long-term prospects of the merged company business. (x) The merged company can reduce Fixed and variable overheads through shared marketing budgets, increased purchasing power and lower costs. (xi) Businesses in the same sector or location can combine resources to reduce costs, eliminate duplicated facilities or departments and increase revenue.;