Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing C.P. (CAA) No. 32/230/HDB/2017 is filed by M/s. Sainor Laboratories Private Limited (Petitioner/Transferee Company) under Sections 230 & 232 of the Companies Act, 2013, by inter-alia seeking to sanction scheme of Amalgamation which is filed as Annexure A-5 so as to be binding on all the Equity Shareholders/Members, Creditors and employees of the Petitioner/Transferee Company.
(2.) The case was listed before this Bench on 29.3.2017, 28.04.2017, 09.05.2017, 09.06.2017, 21.06.2017, 05.07.2017, 20.07.2017, 25.07.2017 and finally on 28.07.2017.
(3.) Facts of case, which are relevant to the issue in question, in brief, are submitted as under: a. M/s. Sainor Laboratories Private Limited (Transferee Company) is a Private Limited Company incorporated under the provisions of the Companies Act, 1956 on 02.12.2004. Its Registered Office is situated at Plot No. 15/C (Part), S.V. Coop. Industrial Estate, IDA, Jeedimetla, Hyderabad - 500 055. b. The objects of the Petitioner/Transferee Company is to manufacture, produce, process, compound, mix, pack, formulate, condense, distil, rectify, sterilize, pasteurize, steel, evaporate, vaporize, cool, filter, commercialise, develop, treat, in all types of organic, inorganic, industrial, laboratory, photographic, fine, biological, pathological, pharmaceutical and other chemicals, compounds, drugs, Bulk Drugs etc., c. The Authorized Share Capital of the Transferee Company as on 31.03.2016 is Rs. 3,50,00,000/- divided into 35,00,000 Equity Shares of Rs. 10/- each. The issued subscribed and paid up capital of the Transferee Company is Rs. 2,60,00,000/- divided into 26,00,000 equity shares of Rs. 10/- each full paid up. d. M/s. Sainor Pharma Private Limited (The Petitioner/Transferor Company) is a Private Limited Company incorporated under the provisions of the Companies Act, 1956 on 13.02.2004. Its Registered Office is situated at plot No. 31, Phase-V, IDA Jeedimetla, Hyderabad - 500 055. The objects of the Transferor Company is to manufacture, production, processing, packing, repacking, job work, whole or retail traders, agents, dealers, distributors, marketing, import and export, warehousing, storage, depot, operations, consignees contractors, collaborators, either on it or on behalf of others, of Bulk Drugs, Pharmaceuticals, Intermediates, Pellets, Chemicals, Formulations, medical compositions, intravenous solutions, proprietary medicines, food supplements etc., e. The present Authorised Share Capital of the Transferor Company as on 31.03.2016 is Rs. 4,00,00,000/- divided into 40,00,000 Equity Shares of Rs. 10/- each. The issued subscribed paid up Capital of the Transferor Company is Rs. 3,54,00,000/- divided into 35,40,000 equity shares of Rs. 10/- each and the entire share capital has been issued, subscribed and fully paid up.;