Rajeswara Rao Vittanala, Member - (1.) The present Company Application bearing CA(CAA) No. 29/230/HDB/2017, is jointly filed by M/s. Ritemed Pharma Retail Private Limited and M/s. Optival Health Solutions Private Limited, under Sections 232 read with 230 and other applicable provisions of the Companies Act, 2013, by, inter alia seeking a direction to dispense with the meetings of the Equity Shareholders and Secured Creditors of the 1st Applicant/Transferor Company and to dispense with the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the 2nd Applicant/Transferee Company with consequential reliefs etc.
(2.) Brief facts, which are relevant to the present issue, as stated in the Company application, are as under: A. In respect of 1st applicant/Transferor Company: 1. M/s. Ritemed Pharma Retail Private Limited (Applicant/Transferor Company) having CIN No. U52399TG2009PTC064130 was incorporated under the Companies Act, 1956 on 25th June, 2009. Its Registered office is situated at H. No. 11-6-56, Survey No: 257 & 258/1, Opposite to IDPL Railway Siding Road, Moosapet, Kukatpally, Hyderabad-500037, Telangana, India. 2. The main objects and nature business of the Company, as set out in the Memorandum of Association, in brief, are as under:- (a) To establish, run, take on hire or lease, maintain, organize and promote retail Pharmacy stores, To buy, sell, import, export or deal in any manner in Medical and Pharmaceutical Products like Intravenous Sets, Intravenous Solutions, all kinds of drugs, disinfectants, tinctures, colloidal products, injectables and all the pharmaceuticals and medicinal preparations, veterinary products including setting up contract manufacturing facility. (b) To carry on the business of buyers, sellers, exporters, importers, distributors, stockists, agents, merchants, suppliers, representatives and dealers of Ayurvedic medicines, Herbal Medicines, Cosmetics, Herbal or other such products used for Health and Beauty Care and Food Supplements like nourishes, tonics, nutrition, supplement, proteins and such other allied products. (c) It is engaged in the business of retail trading of medicines and general items through various outlets.
(3.) The authorized, issued, subscribed and paid-up share capital of the 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 1st Applicant/Transferor Company. B. In respect of 2nd Applicant/Transferee Company: 1. M/s. Optival Health Solutions Private Limited (2nd Applicant/Transferee Company) having CIN No. U85110TG2005PTC046821 was incorporated under the Companies Act, 1956 on 11th July, 2005. Its Registered office is situated at H. No. 11-6-56, Survey No: 257 & 258/1, Opposite to IDPL Railway Siding Road, Moosapet, Kukatpally, Hyderabad-500037, Telangana, India. 2. The main objects and nature of business of the Company, as set out in the Memorandum of Association, in brief are as under:- a) To establish, run, take on hire or lease, maintain, organize and promote retail Pharmacy stores, health centers, clinics, hospitals, maternity & family planning units, blood banks, nature cure centers, surgical stores, oxygen centers, diagnostic centers, medical & other research centers and provide specialized medical and health services. b) To buy, sell, import, export or deal in any manner in Medical and Pharmaceutical Products like Intravenous Sets, Intravenous Solutions, all kinds of drugs, disinfectants, tinctures, colloidal products, injectables and all the pharmaceuticals and medicinal preparations, veterinary products including setting up contract manufacturing facility. c) To carry on the business of producers, makers, buyers, sellers, exporters, importers, distributors, stockists, agents, merchants, suppliers, representatives and dealers of Ayurvedic medicines, Herbal Medicines, Cosmetics, Herbal or other such products used for Health and Beauty Care and Food Supplements like nourishes, tonics, nutrition, supplement, proteins and such other allied products. d) Undertake Hospital Automation, Hospital management, Project Management, Health insurance, Health camps and launch Healthcare schemes. e) To carry on the business of processing, mixing, packing, preserving, freezing, extracting, refining, importing, exporting, buying, selling, trading and to act as broker, distributor, agency, factors, stockiest or otherwise deal in processed foods, health foods, protein foods, fresh foods and all kinds of food products including food supplements and other consumable provision of every description for human consumption and any other food products in and outside India." f) It is engaged in the business of retail trading of medicines and general items through various outlets. 3. The authorised, issued, subscribed and paid-up share capital of the 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 Company. 3. The rationale of proposed scheme of Amalgamation, in brief, are as under: a) The Transferor Company and the Transferee Company are subsidiaries of Medplus Health Services Private Limited. The Transferor Company and the Transferee Company are engaged in the similar business and the integration, consolidation and amalgamation of the Transferor Company with the Transferee Company would inter alia be expected to have the following benefits: (i) Greater integration, financial strength and flexibility for the Transferee Company, which will improve the financial position of the Transferee Company; (ii) Greater efficiency in cash management of the Transferee Company, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities, to further improve shareholder's value; (iii) Improved organizational capability and leadership, arising from the pooling of human capital that has the diverse skills, talent and vast experience to compete successfully in an increasingly regulated and competitive industry; (iv) The Applicant are engaged in the similar line of business and intend to achieve synergies in economies of scale, efficiency, freight optimization and logistics and distribution network, product placement, stability of operations, marketing and sale promotions initiatives, by consolidating the business operations of both the Transferor and the Transferee Company; (v) Greater leverage in operations planning and process optimization and enhanced flexibility in its operations; (vi) Result in enhancing the scale of operations and reduction in and/or optimization in overheads costs, administrative, managerial and other expenditure, operational rationalization, organizational efficiency, and optimal utilization of various resources and also benefiting from economies of scale; and (vii) Consolidate the managerial expertise of the companies' involved thereby giving additional strength to the operations and management of the amalgamated Company resulting into expansion of the existing business.;