THE HON'BLE MR JUSTICE N.V. RAMANA Company Petition Nos.162 and 163 of 2009 COMMON ORDER: C.P.Nos.162 and 163 of 2009 have been taken out by M/s.Rakshit Drugs Private Limited (transferor company) and M/s.Raks Pharma Private Limited (transferee company) respectively, seeking sanction of the Scheme of Arrangement for Demerger between them. Under the proposed Scheme of Arrangement for Demerger, one of the Units of M/s.Rakshit Drugs Private Limited, i.e., Unit-2 situated at Survey Nos.60, 62 and 63 (part) in Plot No.68 at Parwada Mandal, Jawaharlal Nehru Pharma City, Visakhapatnam, was sought to be hived off to M/s.Raks Pharma Private Limited. These company petitions came up for hearing today. Upon reading the said petitions, the common order, dated 28.07.2009, in C.A.Nos.831 and 832 of 2009, dispensing with the requirement of convening the meeting of the shareholders and members of the petitioners-companies for the purpose of considering and approving with or without modification the Scheme of Arrangement to be made between the transferor company and the transferee company, and also on going through the consent obtained from all the shareholders filed before this Court, and this Court having noticed that the petitions have been advertised in the newspapers namely, ‘New Indian Express’ and ‘Andhra Bhoomi’, Hyderabad editions, and having noticed that no objection of any nature has been received for the proposed Scheme of Arrangement and upon hearing Sri P.Jagannatham, Advocate for the petitioners, it is appearing from the affidavits of the shareholders and creditors that the proposed Scheme of Arrangement has been approved by all the creditors and the shareholders of the petitioners-companies. Further, a perusal of the material on record would disclose that the proposed Scheme of Arrangement for Demerger is in the interest of the transferor company, the transferee company, their respective shareholders, employees and all concerned. The Central Government filed common affidavit reporting no objection. The learned counsel for the Official Liquidator, on instructions, reported no objection. In view of the above, this Court doth herein sanction the Scheme of Arrangement as set out in paragraph-1 of the petitions herein and schedule thereto (Annexure P-1) and doth hereby declare that the same is binding on all the shareholders and creditors of the petitioners-companies. The parties to the Scheme of Arrangement 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 Arrangement and that the transferor company and transferee company shall pay the costs of these petitions set at Rs.3,000/- each to the learned Assistant Solicitor General, and the transferor company shall pay costs of Rs.3,000/- to the learned counsel for the Official Liquidator, Sri M.Anil Kumar, and that the said companies do file with the Registrar of Companies the certified copies of the orders within 30 days from the date of receipt of such a copy made available by the Registry. The company petitions are accordingly allowed. ___________________ N.V. RAMANA, J. Date:18.11.2009 VGB