THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY PETITION Nos. 220 AND 221 OF 2010 Dated: 06.04.2011 COMPANY PETITION No. 220 OF 2010 Between: M/s. Hemarus Biologicals Limited ..... Petitioner Company COMPANY PETITION No. 221 OF 2010 Between: M/s. Hemarus Therapeutics Limited …… Petitioner Company The Court made the following : THE HON'BLE Ms. JUSTICE G.ROHINI COMPANY PETITION Nos. 220 AND 221 OF 2010 COMMON ORDER : These two petitions are filed under Sections 391 and 394 of the Companies Act, 1956 (for short, ‘the Act’) with a prayer to sanction the scheme of amalgamation of M/s. Hemarus Biologicals Limited with M/s. Hemarus Therapeutics Limited. The petitioner in Company Petition No.220 of 2010- M /s. Hemarus Biologicals Limited is the Transferor Company whereas the petitioner in Company Petition No.221 of 2010- M/s. Hemarus Therapeutics Limited is the Transferee Company. The Transferor Company was incorporated as a Public Limited Company in the State of Andhra Pradesh on 31.05.2007 under certificate of incorporation No.U24232AP2007PLC054230 and obtained certificate of commencement of business on 25.03.2008. The registered office of the Transferor Company is situated at 8-3- 677/15,SKD Nagar, Srinagar Colony, Hyderabad- 500 073. The authorised share capital of the Transferor Company as on 31.03.2010 was Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up capital of the Transferor Company as on 31.03.2010 was Rs.2,23,50,000/- consisting of 22,35,000 equity shares of Rs.10/- each. The objects for which the Transferor Company was incorporated as set out in its memorandum of association have been enumerated in Para No.5 of Company Petition No.220 of 2010. The Transferee Company was originally incorporated as a Private Limited Company under the name and style of Credence Clinical Research Private Limited, in the State of Andhra Pradesh on 16.09.2003 under certificate of incorporation No.01-41698 of 2003-04. Later on the company had changed its name to Hemarus Therapeutics Private Limited after complying with the necessary formalities under the Act and obtained a fresh certificate of incorporation on 26.02.2010, vide corporate identity number U74220AP2003PTC041698 from the Registrar of Companies, Andhra Pradesh, Hyderabad. Later on the company converted itself to a Public Limited Company under the name and style of Hemarus Therapeutics Limited, after complying with the necessary formalities under the Act and obtained a fresh certificate of incorporation, consequent on its conversion on 18.03.2010 from the Registrar of Companies, Andhra Pradeh, Hyderabad and its corporate identity number U74220AP2003PLC041698. The registered office of the Transferee Company is situated at 8-3-677/14, SKD Nagar, Srinagar Colony, Hyderabad-500 073. The present authorised share capital of the Transferee Company is Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each and the issued, subscribed and paid-up capital of the Transferee Company is Rs.2,33,83,860/- divided into 23,38,386 shares of R.10/- each. The objects for which the Transferee Company was incorporated as set out in its memorandum of association have been enumerated in Para No.5 of Company Petition No.221 of 2010. The audited balance sheets of both the Transferor Company and Transferee Company as on 31.03.2010 have been filed along with the company petitions. It is stated that both the Transferor and Transferee Companies are engaged in the similar activity that of running and managing of Diagnostics Centers, Scanning Centers etc. It is further stated that both the Transferor and Transferee Companies are closely held companies and there are common shareholders. In order to take advantage of the facilities that are available and also in view of the synergy of operation and also to reduce the overhead costs, it is thought fit to amalgamate both the companies into one single entity thereby enhancing the value and also enhancing the operating efficiency. It is also stated that the proposed amalgamation will also strengthen both the companies financially. Further, the proposed amalgamation will also give more impetus in the marketing tie-up to achieve its objectives. Therefore, it has been to amalgamate the Transferor Company with the Transferee Company. The proposed amalgamation is not only beneficial to the shareholders, employees but also to the public at large. In view of the advantages of amalgamation, the Board of Directors of the Transferor Company and Transferee Company at their meeting held on 05.08.2010 approved the Scheme of Amalgamation of the Transferor Company with the Transferee Company with effect from 01.04.2009, subject to the approval/consent of the shareholders and confirmation by this Court. While placing a copy of the proposed Scheme of Amalgamation, these two petitions have been filed for sanction of the said scheme. I have heard the learned counsel for the petitioners. The material available on record shows that by orders dated 09.11.2010 made in Company Application Nos.986 and 987 of 2010, this Court had dispensed with the convening of the meeting of the shareholders of the Transferor and Transferee companies as all the shareholders had given their no objection by means of affidavits. It is pleaded by the Transferor Company that it had not availed any secured loans and had availed unsecured loans from its Directors and shareholders and the ‘no objection letters’ received from the said unsecured creditors, which are enclosed to the company petition No.220 of 2010 as Annexure-A6. So far as the Transferee Company is concerned, it is stated that it had not availed secured loans and had availed unsecured loans from its shareholders and Directors and the ‘no objection letters’ received from the said unsecured creditors, which are enclosed to the Company Petition No.221 of 2010 as Annexure- A6. Both the Transferor Company and Transferee Company are unlisted companies. It is further stated that no investigations or proceedings are pending under Sections 235, 237 or other provisions of the Act or under any Act against the Transferor or Transferee Companies. By order dated 20.12.2010 this Court directed notice to the Regional Director, Ministry of Corporate Affairs, Chennai; Registrar of Companies, Andhra Pradesh, Hyderabad and the Official Liquidator, High Court of Andhra Pradesh. Publication of notice was also ordered in Business Standard (English Daily) and Andhra Bhoomi (Telugu Daily) published from Hyderabad Editions. Accordingly, proof of publication has been filed on 07.02.2011. Pursuant thereto, the Official Liquidator filed a report vide O.L.R.No.56 of 2011 dated 21.03.2011 stating that the affairs of the Transferor Company appear to have not been conducted in a manner prejudicial to the interest of the members or to public interest. A common affidavit has been filed by the Registrar of Companies raising only one objection that the transferee company should pay the Stamp Duty wherever applicable as per the Regulations of Andhra Pradesh Stamp Act. On the face of it the said objection is untenable in view of Section 20(d) of Schedule I-A of Indian Stamp Act, 1899. Having regard to the facts and circumstances noticed above and taking into consideration the fact that the scheme of amalgamation is not opposed to any provision of law or public interest, and despite notice of the admission of the company petitions by paper publication, no objection whatsoever have been received from any quarter, I am of the opinion that it is a fit case for granting sanction of the scheme of amalgamation as sought by the petitioners. Accordingly, both the Company Petitions are allowed and the scheme of amalgamation is approved. A copy of this order shall be filed before the Registrar of Companies within 30 days from the date of receipt of this order. No costs. __________ G. ROHINI, J Date: 06.04.2011 Ivd