THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1619, 1620, 1621 & 1622 of 2011 Between: Celon Life Sciences Limited (1st Transferor Company) Celon Organics Private Limited (2nd Transferor Company) Swyzer Laboratories Limited (3rd Transferor Company) Celon Laboratories Limited (Transferee Company) …Applicants THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application Nos.1619, 1620, 1621 & 1622 of 2011 COMMON ORDER: These company applications have been taken out under Section 391 of the Companies Act, 1956 read with Rule 67 of the Companies (Court) Rules, 1959 seeking an order to dispense with the meeting of the shareholders of the applicant companies. 2. More precisely; Celon Life Sciences Limited (hereinafter referred to as “the First Transferor Company”) is the applicant in Company Application No.1619 of 2011, Celon Organics Private Limited (hereinafter referred to as “the Second Transferor Company”) is applicant in Company Application No.1620 of 2011, Swyzer Laboratories Limited (hereinafter referred to as “the third Transferor Company”) is applicant in Company Application No.1621 of 2011 and Celon Laboratories Limited (hereinafter referred to as “the Transferee Company”) is applicant in Company Application No.1622 of 2011. 3(a). The First Transferor Company was originally incorporated as a public limited company on 02-3-2006. The registered office of the company is situated at Plot No.2, ALEAP Industrial Estate, Near Pragati Nagar, Gajularamaram, Kukatpally, Hyderabad-500 072. 3(b) The main objects of the company, as set out in the Memorandum and Articles of Association, are:- to manufacture, sell, purchase, export, import deal in and act as agents, distributors, suppliers of chemicals used for manufacture of pharmaceuticals, drugs, enzymes and sanitary napkins and to manufacture, develop, convert, sell , purchase, deal in, import, export all kinds of chemicals and their by- products intermediates, bio-technology products, herbal products, derivatives, formulations and compounds etcetera. 3(c ) The authorized share capital of the company is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.45,00,000/- divided into 4,50,000 fully paid up equity shares of Rs.10/- each. 4(a). The 2nd Transferor company was originally incorporated under the name and style of Balasri Labs Private Limited on 19-5-2005. The registered office of the 2nd Transferor Company is situated at Plot No.56, ALEAP Industrial Estate, Near Pragati Nagar, Gajularamaram, Kukatpally, Hyderabad-500 072. 4(b). The main objects of the 2nd Transferor company as set out in the Memorandum and Articles of Association are to carry on the business of manufacture, buy, sell, import, export and deal in drugs, bulk drugs, drug intermediates , drugs ingredients, drug formulations etcetera. 4(c) The authorized share capital of the company is Rs.2,00,00,000/- divided into 20,00,000 Equity shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.1,83,73,340/- divided into 18,37,334/- fully paid up Equity Shares of Rs.10/- each. 5(a) The third Transferor company was incorporated as a public limited company on 01-3-2002. The registered office of the 3rd Transferor Company is situated at H.No.2-63, Kachivani Singaram, Uppal, Hyderabad – 5013015, Andhra Pradesh. 5(b) The main objects of the company are to takeover the existing partnership firm M/s Schwytzer Pharmaceuticals with all the assets and liabilities after the date of incorporation and to carry on the business as manufacturers, producers, processors, makers, convertors, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indentors, packers, movers, preservers, stockists, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaries or otherwise deal in all kinds of pharmaceuticals, medical, chemical preparations and compounds, bulk drugs and formulations , including ayurvedic and bio- technological medicines. 5(c) The authorized share capital of the 3rd Transferor company is Rs.1,50,00,000/- divided into 15,00,000 Equity shares of Rs.10/- each. The issued, subscribed and paid up share capital is Rs.1,50,00,000/- consisting of 15,00,000 fully paid up Equity Shares of Rs.10/- each. 6(a). The Transferee Company was originally incorporated as “Medvin Labs Private Limited” on 23-1-2001. The name of the Transferee Company was changed to Galen Labs Private Limited on 9th October 2002. The name of the company was further changed to Celon Laboratories Private Limited on 29th Mary, 2007. The company was then converted into a public limited company in the name “Celon Laboratories Limited”, vide fresh certificate of incorporation consequent upon change of name on conversion to public limited company obtained from the Registrar of Companies on 5th June 2007. The registered office of the company is situated at Plot No.2, ASLEAP Industrial Estate, Near Pragati Nagar, Gajularamaram, Kukatpally, Hyderabad – 500 072. 6(b). The main objects of the Transferee Company as set in the Memorandum and Articles of Association are:-to manufacture, prepare, import, export, buy, sell, supply , distribute, store, stock, maintain and otherwise handle, deal in and carry on the business in all kinds and varieties of patent and non-patent medicines, drugs, mixtures, formulations, capsules, tables, pills, powders, pharmaceutical , chemical , medical and medical products, preparations and materials, sterilized injections, vaccines, immunizations, phylacogens, chemicals and surgical dressings. 6(c) The authorized share capital of the company is Rs.20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs.10/- each and Rs.70,00,00,000/- divided into 7,00,00,000 0.001% cumulative convertible series A Preference shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.88,41,83,450/- divided into 1,84,19,095 fully paid Equity shares of Rs.10/- each and 6,99,99,250 0.001% cumulative Convertible Series A Preference Shares of Rs.10/- each. 7. The Transferor Companies are wholly owned subsidiaries of the Transferee Company. All the Transferor companies are being amalgamated with the Transferee Company. According to the applicants, the proposed amalgamation will result in administrative and operational rationalization, organizational efficiencies, reduction in overheads and other expenses and optimal utilization of various resources. 8. The Board of Directors of the 1st, 2nd and 3rd Transferor Companies had at their respective meetings convened on 15-9- 2011 and the Transferee Company in the resolution passed on 17-9- 2011 have approved the scheme of amalgamation to be effective from 01-4-2011, subject to the approval of the shareholders and directions of this Court. 9(a). The total number of shareholders in the 1st Transferor Company is seven and all of them have placed on record their notarized affidavits consenting for the proposed scheme of amalgamation, which find place at Page Nos.334 to 348. The 1st Transferor Company has no secured or unsecured creditors. 9(b) The number of shareholders in the 2nd Transferor Company is seven and all the seven of them have placed on record their consent affidavits agreeing for the proposed scheme, which find place at page Nos.330 to 344. The 2nd Transferor Company has no secured creditors. The 2nd Transferor Company undertakes to place on record the consent of the unsecured creditors before hearing of the company petition seeking sanction of the scheme of amalgamation. 9(c) The third Transferor Company has seven shareholders and all the shareholders have filed their notarized affidavits consenting for the proposed scheme of amalgamation, which find place at Page Nos.330 to 344. The 3rd Transferor Company has no unsecured creditors. It undertakes to place on record the consent letters from the secured creditors at the time of hearing of the company petition seeking sanction of the scheme. 9(d) The Transferee Company has twelve shareholders and all the shareholders have given their affidavits consenting for the proposed scheme of amalgamation. The Transferee Company undertakes to place on record consent letters from its secured and unsecured creditors at the time of hearing of the company petition. 10. Hence, these applications have been filed to dispense with the meeting of members/shareholders and appointment of chairperson to consider the proposed scheme of arrangement. 11. Heard learned counsel appearing for the applicants and perused the material brought on record. 12. The Board of Directors of the applicant companies have considered the scheme of amalgamation and passed resolution approving the scheme of amalgamation. All the shareholders in the applicant companies have placed on record their affidavits consenting for the proposed scheme of amalgamation. The 2nd Transferor company, 3rd Transferor company and the Transferee company undertakes to place on record consent letters from the unsecured/secured creditors at the time of hearing of the company petitions. In view of the affidavits placed on record and the undertaking given by the applicant companies, there is no need of convening the meeting of the shareholders of the Transferor and Transferee companies. 13. Accordingly, all the applications are allowed dispensing with the convening the meeting of the shareholders of the applicant companies. _____________________ B.SESHASAYANA REDDY, J Dt.21-10-2011 *RAR