The Court allowed a company petition seeking sanction for a scheme of arrangement between the petitioner and M/s Curepro Parenterals Limited under Sections 391 to 394 of the Companies Act, 1956.
Relief granted to allow the Company Petition, sanctioning the proposed scheme of arrangement between the petitioner and M/s Curepro Parenterals Limited.
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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY
COMPANY PETITION No.34 of 2014
Date:07.04.2014
M/s Aurobindo Pharma Limited, Hyderabad, reptd., by its authorised signatory-Sudhir B.Singhi
……Petitioner/ Transferor Company
Counsel for the petitioner: Sri Ch.Pushyam Kiran
The Court made the following:
ORDER:
This Company Petition is filed by the petitionerCompany under Sections 391 to 394 of the Companies Act, 1956, to sanction the proposed scheme of arrangement between the petitioner (Transferor Company) and M/s Curepro Parenterals Limited (Transferee Company).
The petitioner pleaded that it was incorporated on 26.12.1986 under the Act as M/s Aurobindo Pharma Private Limited and subsequently, it was converted into a public limited company and its name was changed to M/s Aurobindo Pharma Limited on 30.12.1992; that its
main objects are to carry on the business of manufacture, sell, deal, export and import in all types of chemicals, intermediates, drugs, etc; that its authorized share capital is Rs.76 crores divided into 66 crores equity shares of Re.1/- each and 10 lakhs preference shares of Rs.100/- each; that the issued, subscribed and paid up capital is Rs.29,12,11,290/- divided into 29,12,11,290 equity shares of Re.1/- each fully paid up; that it decided to amalgamate with M/s Curepro Parenterals Limited; and that the Appointed date is 01.04.2014. The petitioner has also given the capital details of the transferee-company, reference to which in this order may not be necessary.
The petitioner further pleaded that its Board of Directors has approved the scheme of arrangement, vide their Board meeting held on 12.09.2013, filed as Annexure-P7; that its eight secured creditors have given their consent letters to the proposed scheme of arrangement, filed as Annexure-P10; that this Court by a detailed order, dated 18.12.2013, in Company Application No.1240 of 2013, has dispensed with the meetings of the secured and unsecured creditors of the petitioner-company, as the learned counsel for the petitioner submitted that the consent letters of the secured creditors will be filed at the time of approval of the scheme of arrangement, and has further directed that the meeting of the equity shareholders of the petitioner-Company be held on 27.01.2014 at 3 pm at Taj Deccan, Road No.1, Banjara Hills, Hyderabad and Sri T.S.Praveen Kumar, Advocate, was appointed as the Chairperson for conducting the said meeting. Accordingly, the said Chairperson has submitted his report, wherein it is stated that 108 shareholders in
person and 140 shareholders through proxy have attended the meeting and that all of them have approved the proposed scheme of arrangement. The said report is taken on file (Annexure-P9).
By order, dated 24.02.2014, this Court has directed issuance of notice to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderaba and also issuance of an advertisement in two daily newspapers, viz., Business Standard (English) and Andhra Bhoomi (Telugu).
In compliance of the directions of this Court, the petitioner has published the newspaper advertisement informing the public that any person desirous of supporting or opposing this Company Petition should send to the petitioner’s advocate notice of his intention signed by him or his advocate, with his name and address, so as to reach the petitioner’s advocate not later than two days before the date fixed for hearing of the Company Petition. This publication was made on 26.02.2014.
Sri Ch.Pushyam Kiran, the learned counsel for the petitioner, submitted that he has not received intimation from any person regarding his intention of supporting or opposing this Company Petition.
In pursuance of the directions of this Court, the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad, filed a common report, dated 19.03.2014, wherein it is stated that a notice was issued to the Income Tax Department, in pursuance of General Circular No.1/2014, dated 15.01.2014, issued by the Ministry of Corporate Affairs, Government of
India, New Delhi; and that in response to the said notice, no comments/remarks were received from the Income Tax Department. The Regional Director further stated that the Registrar of Companies, Andhra Pradesh, Hyderabad, has reported that the transferor Company involved in the scheme of arrangement is regular in filing the statutory returns and no complaints, no investigations and no inspections are pending against it.
As per the above-mentioned General Circular, if no response from the Income Tax Department is forthcoming, it may be presumed that the Income Tax Department has no objection to the action proposed under Sections 391 or 394 of the Act, as the case may be.
In view of the fact that the Income Tax Department has not responded to the notice issued by the Regional Director, it is presumed that it has no objection to the proposed scheme of arrangement. In the light of the above facts and the report of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad coupled with the submission of the learned counsel for the petitioner that no objections have been received from any person pursuant to the public notice issued in the newspapers, I do not find any reason not to grant the relief sought by the petitioner.
Accordingly, the Company Petition is allowed, sanctioning the proposed scheme of arrangement between the petitioner (transferor-company) and M/s Curepro Parenterals Limited (Transferee Company). This scheme of arrangement shall come into force with effect from 01.04.2014 and the petitioner shall cause a certified/authenticated copy of this order to be delivered
to the Registrar of Companies within 30 days of receipt of the order by it.
As a sequel, Company Application No.406 of 2014 shall stands disposed of as infructuous.
____________________________ JUSTICE C.V.NAGARJUNA REDDY th 07 April 2014 DR
2 issues framed by the court
Whether the proposed scheme of arrangement between the transferor and transferee companies under Sections 391 to 394 of the Companies Act, 1956 can be sanctioned.
Whether the absence of objections from the Income Tax Department and the public after notice issuance warrants the granting of relief.
Colour shows how this judgement treated each authority
General Circular No.1/2014Referred¶17
2 provisions across 2 enactments
M/s Aurobindo Pharma Limited
M/s Curepro Parenterals Limited
C.V.Nagarjuna Reddy
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
C.V.Nagarjuna Reddy
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