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company law= 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= 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, 3rdTransferor 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.

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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)

 

CelonOrganics Private Limite

d

(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 2ndTransferor 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 3rdTransferor 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, 3rdTransferor 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

 

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