Rajeswara Rao Vittanala, Member - (1.) The present Company Petition bearing CP (CAA) 154/230/HDB/2017, is filed by Indu Drugs Private Limited (Petitioner/ Transferee Company) under Sections 230 a 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 and the Transferor Company, etc.
(2.) Brief facts, leading to filing of present Company Petition, are as follows: 2 -(A) INDU DRUGS PRIVATE LIMITED (Transferee Company) (a) Indu Drugs Private Limited (Transferee Company) is originally incorporated under Part IX of the Companies Act, 1956 (by Conversion of existing Partnership Firm "Indu Drugs" in to company) under the name and style as "INDU DRUGS PRIVATE LIMITED" on 04th April 2012. Its Registered office is at 5-5-35/278 a 279, Prashanthi Nagar, IDA, Kukatpally Hyderabad, Telangana - 500072. (b) The Present Authorized Share Capital of the Transferee Company is Rs.3,00,00,000/- (Rupees Three Crores Only) divided into 30,00,000 (Thirty Lakh only) Equity Shares of Rs.10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-Up Capital is Rs.2,51,68,100/- (Rupees Two Crore Fifty One Lakh Sixty Eight Thousand and One Hundred only) divided into 25,16,810 (Twenty Five Lakh Sixteen Thousand Eight Hundred and Ten only) Equity Shares of Rs.10/- (Rupees Ten only) each. (c) The main objects of the Transferee Company, as set out in its Memorandum of Association, are to manufacture, formulate, process, develop, refine, import, export, wholesale and/or retail trade all kinds of pharmaceuticals, antibiotics, drugs, medicines, biological, neutraceuticals, healthcare, ayurvedic and dietary supplement products, undertake the manufacture of any product if developed, discovered or improved and/or to give licenses for the manufacture for the same to other and ether to market the same or to grant licenses to other to market the same on such terms as may be deemed fit, to provide, encourage, initiate or promote facilities for the discovery, improvement or development of new method of diagnosis, understanding and treatment of diseases. (d) The Transferee Company closes its financial year on 31st March each year. The latest financial summary of the Transferee Company as on 31st March 2017 as per the Provisional Balance Sheet is given below: img (e) Sub-clause 9 in Clause III (B) of Memorandum of Association of the Petitioner / Transferee Company provides for Amalgamation/Merger. (f) The Board of Directors of the Petitioner / Transferee Company, in its meeting held on 22nd April, 2017 passed a resolution approving the Scheme of Amalgamation to be effective from 01st April 2016 subject to the approval/directions of this Tribunal. (B) INDU FORMULATIONS PRIVATE LIMITED (TRANSFEROR COMPANY) (a) Indu Formulations Private Limited (Transferor Company) was originally incorporated under the Companies Act, 1956 under the name and style as "INDU FORMULATIONS PRIVATE LIMITED" on 11.09.1997 and its Registered Office is situated at 5-5-35/281, Prasanthi Nagar IDA, Kukatpally, Hyderabad, Telangana - 500072. (b) The Authorised Share Capital of the Transferor Company is Rs. 25,00.000/- (Rupees Twenty Five Lakhs Only) divided into 2,50,000 (Two Lakh Fifty Thousand only) Equity Shares of Rs.10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-Up Capital is Rs.23,40,000/- (Rupees Twenty Three Lakh Forty Thousand Only) divided into 2,34,000 (Two Lakh Thirty Four Thousand only) fully paid up Equity Shares Rs.10/- (Rupees Ten only) each. (c) The main objects of the Transferor Company, as set out in its Memorandum of Association, are to manufacture, produce, refine, process, formulate, buy, sell, export, import or otherwise deal in all types of drugs, medicines, pharmaceuticals, parental drugs, infusion drugs, tablets, liquids, capsules, infusion sets, surgical goods, surgical instruments, basic and bulk drugs; to establish, provide, maintain and conduct or otherwise subsidise research and experiments and carry on with all scientific and technical research, experiments, Government bodies and also to carry on the profession of pathologists and examiners of soils, materials etc; to carry on in India or elsewhere the industry, trade or business of manufacturers, Traders, Dealers, Agents, Suppliers, Licensers, Licensees, Loan Licenses, Importers, Exporters, Consultants. (d) The Transferor Company closes its financial year on 31st March each year. The latest financial summary of the Transferor Company as on 31st March 2017 as per the Provisional Balance Sheet is given below: img2
(3.) The objects / benefits of the proposed Scheme of Amalgamation are as follows: i) To fully integrate as single entity so as to provide more manufacturing facility of both Transferor Company and Transferee Company under one roof. ii) Both Transferor and Transferee Companies share common management and board which triggered the possibility of merger of both entities so as to reap maximum production and benefit out of such merger. To enhance the scale of operations thereby providing significant impetus to the growth of both the Companies, since they are engaged in line of business that could draw upon synergies between both Transferor Company and Transferee Companies. iii) The Scheme of Amalgamation enables to have more market share and therefore it is in a position to set higher volume of business and make more profit and increase market share. iv) Hence, the Board of Directors of the Transferor Company at the meeting held on 22nd April, 2017 approved the Scheme of Amalgamation with effect from April 1, 2016 (Appointed date) subject to the approval of the shareholders, creditors and confirmation by this Tribunal.;