THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY C.P.Nos.20 & 21 OF 2011 COMMON ORDER These two company petitions have been filed under Sections 391 and 394 of the Companies Act, 1956 seeking to sanction the scheme of amalgamation. More precisely M/s. Supra Pharmaceuticals Private Limited (herein after referred to as the “transferor company”) is the petitioner in C.P.No.20 of 2011 and M/s.Yeluri Formulations Private Limited (hereinafter referred to as the “transferee company”) is the petitioner in CP No.21 of 2011. The transferor company is incorporated as a private limited company in the State of Andhra Pradesh on 17-1- 1997 under the Certificate of Incorporation No.0126209 of 1996-97. The registered office of the transferor company is situated at 3rd Floor, A.V.M. Towers, beside Siva Parvathi Theatre, opp. KPHB Kukatpally, Hyderabad. The authorized share capital of the transferor company is Rs.2,40,00,000/- divided into 20,00,000 equity shares of Rs.10/- each and 4,00,000 10% preference shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferor company is Rs.2,00,00,200/- divided into 16,00,020 equity shares of Rs.10/- each fully paid up and 4,00,000 10% preference shares of Rs.10/- fully paid up. The main objects of the transferor company are to carry on the business of manufacture, sell, buy, trades, to deal in import and export in all types of drugs, formulations, pharmaceuticals, ayurvedic and herbal medicines, and all types of chemicals including pesticides, dyestuffs and other intermediaries, more fully described in paragraph No.5 of Company Petition No.20 of 2011. The transferee company was incorporated as a private limited company in the State of Andhra Pradesh on 15-1-1997 under the Certificate of Incorporation No.01-26188 of 1996-97. The registered office of the transferee company is situated at 3rd Floor, A.V.M Towers, beside Siva Parvathi Theatre, Opp. KPHB Kukatpally, Hyderabad. The authorized share capital of the transferee company is Rs.75,00,000/- divided into 7,50,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee company is Rs.57,50,200/- divided into 5,75,020 equity shares of Rs.10/- each fully paid up. The main objects of the transferee company are to carry on the business of manufacture, sell, buy, trades, to deal in import and export in all types of drugs, formulations, pharmaceuticals, ayurvedic and herbal medicines, all types of chemicals including pesticides, dyestuffs and other intermediaries, more fully described in paragraph No.10 in C.P.No.20 of 2011. The transferor and the transferee companies are engaged in similar line of activity i.e., manufacture of pharmaceuticals and formulations. Shareholders in both the companies are common and they are under the same management. The Board of Directors of the transferor company and transferee company at their respective meetings held on 27-11-2010 approved the scheme of amalgamation with effect from 1st April, 2010 subject to the approval/consent of the shareholders and confirmation by this Court. Some of the salient features of the scheme of amalgamation have been stated in paragraph No.14 of C.P.No.20 of 2011. There are six shareholders each in transferor and transferee companies and all of them have given consent by way of affidavits. To dispense with the meeting of the shareholders, the transferor company filed C.A.No.44 of 2011, whereas transferee company filed C.A.No.45 of 2011. The meeting of the shareholders came to be dispensed with as per common order dated 7-2-2011 passed in C.A.Nos.44 and 45 of 2011. Hence, these company petitions seeking sanction the scheme of amalgamation. The petitioners were directed to take out publication in English Daily of ‘Business Standard’ and Telugu Daily of ‘Andhra Bhoomi’, besides taking out notice to the Regional Director, Ministry of Corporate Affairs, Chennai, the Registrar of Companies, Hyderabad and the Official Liquidator, Hyderabad, notifying the date of hearing of the petition as 22-3-2011. Common affidavit has been filed by the Registrar of Companies, Andhra Pradesh, Hyderabad. The Official Liquidator also placed on record his report. It is stated in the affidavit filed by the Registrar of Companies that the transferor and transferee companies have availed secured and unsecured loans and therefore, they are required to obtain consent from the secured and unsecured creditors. In the report filed by the Official Liquidator, it is stated 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. Heard the learned counsel appearing for the petitioners and the learned Assistant Solicitor General representing the Registrar of Companies and Sri Anil Kumar, learned counsel appearing on behalf of the Official Liquidator. The only objection taken by the Registrar of Companies is that the petitioners have not placed on record the consent of the secured and unsecured creditors. After filing these petitions, the transferor company placed on record the consent letters issued by the Andhra Pradesh State Financial Corporation, ICICI Bank, Y.Hari Prasad, Y.Surya Prakasa Rao, E.Nageswara Rao, E.Sridevi giving their approval for the proposed scheme of amalgamation. Transferee company also placed on record the consent letters issued by the ICICI Bank, Union Bank of India, Kotak Mahindra Prime, Y.Pushpavathi, Y.Surya Prakasa Rao, Y.Pasupathi Nadh. The scheme of amalgamation appears to be fair and reasonable. The petitioners have complied with all the statutory provisions. The proposed scheme of amalgamation is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the scheme. The proposed scheme of amalgamation does not affect the employees of the transferor company in any manner and they would continue to enjoy the same benefits as they used to enjoy before the proposed amalgamation. In the facts and circumstances, I do not see any impediment in approving the scheme of amalgamation as proposed since all the requisite statutory compliances have been fulfilled. The parties to the scheme of amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation. The transferor company shall stand dissolved with effect from 1-4-2010, without going through the process of winding up. The transferor and transferee companies shall pay a sum of Rs.5,000/- each to the Regional Director, Department of Company Affairs, Southern Region, Chennai and also to the Official Liquidator attached to this Court towards the costs of this petition. The transferor company do file with the Registrar of Companies an authenticated copy of this order and the scheme within 30 days from the date of obtaining certified copy of the order. The transferee company shall pay the necessary stamp duty as provided under Article 20 (d) of Schedule 1-A of the Stamp Act, 1989 as applicable to Andhra Pradesh. Accordingly, the company petitions are allowed. __________________________ B.SESHASAYANA REDDY,J rkk Dated: 5-8-2011