Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA(CAA) No. 44/230/HDB/2017, is filed by M/s. Harika Drugs Private Limited under Section 230 read with 232 and other applicable provisions of the Companies Act, 2013 by, inter alia, seeking the following directions: a) To dispense with the meeting of the equity shareholders of the Applicant/Transferee Company. b) To convene the meeting of the unsecured creditors of the Applicant/Transferee Company at the registered office of the Company or at any other place as may be directed, for consideration of the proposed scheme consequently. c) To appoint a Chairperson for convening and conducting meeting of the unsecured creditors. d) That the quorum be fixed as 2(two) creditors personally present in the unsecured creditors meeting. e) The unsecured creditors be permitted to exercise their vote at the meeting either in person or through proxies f) As to the manner of giving the notices of the said meeting, it is sufficient to serve the notices on the unsecured creditors of the Applicant/Transferee Company by ordinary post. g) That the advertisement be directed to be published once in English Edition of "The Business Standard" Hyderabad Edition and once in Telugu Edition of "Andhra Bhoomi" Hyderabad Edition. h) As per the time for the Chairperson of the meeting to file their report to the Hon'ble Tribunal of the result of the meeting, the time be fixed as 10 days from the date of the said meeting; i) to issue notices to the Regional Director, South Eastern Region, Registrar of Companies, Andhra Pradesh & Telangana and Income Tax Authorities under Section 230(5) of the Companies Act, 2013.
(2.) Brief facts of case, which are mentioned in the Company application and are relevant to issue in question, with respect to Transferee Company, are as follows: a. M/s. Harika Drugs Private Limited (hereinafter referred to as "HDPL"/Transferee Company) was originally incorporated as a private limited company in the State of Karnataka on 13th September, 1985 under the Certificate of Incorporation No. 7147 of 1985-86. Later on the company had changed its registered 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 was issued by the Registrar of Companies, Andhra Pradesh on 19th October, 1989. Its Registered Office is situated at 2nd Floor, Classic Arcade Czech Colony, Road No. 1, Sanathnagar, Hyderabad - 500 018, Telangana. b. The main objects and nature of the Company as set out in the Memorandum of Association, in brief, are as under:- (i) To carry on business of manufacture, buy, sell, import, export and generally deal in all types of chemicals, pharmaceuticals, drugs and intermediaries. (ii) To carry on business of manufacture, buy sell, import, and export and generally deal in all types surgical, medical, pharmaceuticals, scientific equipment, appliances and accessories. (iii) It is engaged in the business of manufacturer of Bulk drugs, finished drugs and other chemicals etc. c) The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on the date of incorporation i.e. March 31st 2016 is as under: Subsequent to the above date and till the date of filing the scheme, there has been no change in the issued, subscribed and paid up capital of the Applicant/Transferee Company.
(3.) The following are brief facts with respect to M/s. Venkatarama Chemicals Private Limited ("transferor Company"): a) M/s. Venkatarama Chemicals Private Limited (hereinafter referred to as "Applicant/Transferor Company") was incorporated under the Companies Act, 1956, in the State of Andhra Pradesh on 15th day of December, 1981 under Certificate of Incorporation No. 3322 of 1981-82. Later on the Company had converted itself into Private Limited Company and a Fresh Certificate of Incorporation was issued by the Registrar of Companies, Andhra Pradesh on 18/10/2011. Its Registered Office is situated at 36/A, Vengalrao Nagar, Hyderabad - 500 038, Telangana. b) Its main objects and nature of business of Company, in brief, as set out in the Memorandum of Association, are as follows:- (i) 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. (ii) To manufacture and or deal in the preparations of all types of Ayurvedic drugs and formulations, all types of organic and inorganic fine chemicals. (iii) At present, it is engaged in the manufacturer of Bulk drugs, finished drugs and other chemicals etc., c) The authorized, issued, subscribed and paid-up share capital of the Applicant/Transferor Company as on 31st March, 2016 was as under: Subsequent to the above date and till the date of filing the scheme, there has been no change in the issued, subscribed and paid up capital of the applicant/transferor company. d) The proposed Scheme, in general, would have the following benefits: i. raw materials will be available at a lesser prices 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. It will increase credit worthiness of the Company. iii. Businesses in the same sector or location can combine resources to reduce costs, eliminate duplicated facilities or departments and increase revenue etc.;