THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.50 & 51 of 2011 Connected with Company Application Nos.24 & 25 of 2011 (Dated : 30-04-2011) Between: M/s. Vineet Laboratories Private Limited, a Company incorporated under the Companies Act having its Registered Office at Prasanth Nagar, Vanasthalipuram, Hyderabad represented by its Director Sri G. Venkata Ramana …Petitioner/ Transferor Company A n d M/s. Ortin Laboratories Limited, a Company incorporated under the Companies Act having its Registered Office at Barkatpura, Hyderabad represented by its Managing Director Sri S. Murali Krishna Murthy …Transferee Company THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petition Nos.50 & 51 of 2011 Connected with Company Application Nos.24 & 25 of 2011 COMMON ORDER: These two petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of Scheme of Amalgamation as approved by the shareholders of the two companies. M/s. Vineet Laboratories Private Limited (hereinafter referred to as “Transferor Company”) is the petitioner in Company Petition No.50 of 2011. M/s. Ortin Laboratories Limited (hereinafter referred to as “the Transferee Company”) is the petitioner in Company Petition No.51 of 2011 (herein after referred to as the “Transferee Company”). The Transferor Company was incorporated in the State of Andhra Pradesh on 25.3.2003 vide Certificate of Incorporation No.01-40719 of 2002- 03. 2. The authorized share capital of the Transferor Company is Rs.7,25,00,000/- divided into 72,50,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.7,20,00,000/- divided into 72,00,000 Equity Shares of Rs.10/- each. 3. The main objects of the Transferor Company are to carry on the business of manufacturers and dealers in all types of drugs, drug intermediaries and pharmaceutical chemicals, solvents, catalysts, promoters, moderators, used in chemical and allied industries, organic & inorganic salts and drugs including anit- tubercular, antilepratic, etc., which are more fully described in Para No.5 of the Company Petition No.50 of 2011. 4. The Transferee Company was originally incorporated as a Private Limited Company in the State of Andhra Pradesh on 27.10.1986. Later on, the Transferee Company had been converted itself into a public limited company and obtained fresh Incorporation Certificate under Section 31/44 of the Companies Act, 1956 on 23.1.2995. The authorized share capital of the Transferee Company is Rs.8,50,00,000/- divided into 85,00,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid up capital is Rs.6,48,88,000/- divided into 64,88,800 Equity Shares of Rs.10/- each. The subscribed and paid up capital is Rs.4,70,04,000/- divided into 47,00,400/- equity shares of Rs.10/- each. 5. The main objects of the Transferee Company are to carry on the business of manufacture, process, import, export, turn sell or otherwise deal in all types of chemicals such as heavy, fine, industrial pharmaceutical, organic, inorganic etc., which are more fully described in Para No.8 of the Company Petition No.51 of 2011. 6. Both the Transferor Company and Transferee Company are carrying business in similar line of activity. According to the petitioners, there will be a synergy of operators for both companies and the proposed scheme of amalgamation will give more thrust and integrate their business facilities and infrastructure under one single unit. 7. In view of the advantage of the amalgamation, the Board of Directors of Transferor Company and Transferee Company at their respective meetings held on 28.12.2010 have approved the scheme of amalgamation of the transferor company with the transferee company with effect from 1.10.2010. As per the orders in C.A.No.24 of 2011, a Chairperson came to be appointed to convene the meeting of the shareholders of the Transferor Company. The Chairperson conducted the meeting and placed on record his report. All the shareholders have unanimously approved the scheme of amalgamation. As per the orders in C.A.No.25 of 2011, a chairperson came to be appointed to convene the meeting of the shareholders of the transferee company. The chairperson conducted the meeting of the shareholders and placed on record his report. All the shareholders have unanimously approved the scheme of amalgamation. 8. Notice to the Regional Director, Ministry of Corporate Affairs, Shastri Bhavan and the Registrar of Companies, Andhra Pradesh, Hyderabad came to be ordered on 23.3.2011. The petitioners were also directed to take out publication in Business Standard (English Daily) and Andhra Bhoomi (Telugu Daily) published from Hyderabad Editions. Accordingly, the petitioner companies took out publications and filed copies of the same as proof of compliance of the directions. 9. Heard learned counsel appearing for the petitioners and learned Assistant Solicitor General appearing on behalf of the Transferee Company. 10. The Official Liquidator placed on record his report. It is stated by the Official Liquidator that the affairs of the company appear to have not been conducted in a manner prejudicial to the interests of the members or to the public interest. 11. No objections have been received from any quarter opposing the proposed scheme of amalgamation. 12. The Registrar of Companies placed on record his common affidavit. It is stated in the common affidavit that the Transferor Company and Transferee Company have to obtained No Objection Certificates from the secured and unsecured creditors. The Transferor Company has secured no objection latter from Karnataka Bank limited, Hyderabad and Union Bank of India, Hyderabad. 13. As seen from the letters emanating from both the Banks, they have stated no objection regarding amalgamation of the Transferor Company with the Transferee Company. The Transferor Company also produced no objection letter from the Karnataka Bank Limited, Hyderabad. As can be seen from the letter produced from the Karnataka Bank, it has no objection for the proposed Scheme of Amalgamation. Despite the public notice being effected, none appeared to oppose the proposed scheme of amalgamation. 14. From the material placed on record, the scheme appears to be fair and reasonable and 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. 15. Since all the requisite statutory compliances have been fulfilled, both the company petitions i.e., C.P.No.50 of 2011 filed by the Transferor Company and C.P.No.51 of 2011 filed by the Transferee Company are hereby allowed approving the scheme of amalgamation. The petitioner companies do file with the Registrar of Companies an authenticated copy of this common order and the scheme within 30 days from this date. 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; and the transferor company and transferee company shall pay costs of these petitions set at Rs.5,000/-(Rupees Five Thousand Rupees) each to the Registrar of Companies, Andhra Pradesh, Hyderabad and to the Official Liquidator attached to this Court. _____________________ B.SESHASAYANA REDDY, J Date:30.4.2011. mrb