Allowed

M/s. Curepro Parenterals Limited, v. -

Telangana HC7 Apr 2014CP/35/2014

Case brief

AI extract

What is this about?

The Court considered a Company Petition filed to sanction a scheme of arrangement for the amalgamation of M/s Aurobindo Pharma Limited into M/s Curepro Parenterals Limited. Finding no objections from statutory authorities or the public, the Court allowed the petition and sanctioned the scheme.

What did the court decide?

The Company Petition is allowed, sanctioning the proposed scheme of arrangement between the petitioner and M/s Aurobindo Pharma Limited.

M/s. Curepro Parenterals Limited, Vs - — Specific Performance | Telangana HC (2014)

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HON'BLE SRI JUSTICE C.V.NAGARJUNA REDDY

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COMPANY PETITION No.35 of 2014

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Date:07.04.2014

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M/s Curepro Parenterals Limited, Hyderabad, reptd., by its authorised signatory-Sri M.Madan Mohan Reddy

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……Petitioner/ Transferee Company

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Counsel for the petitioner: Sri Ch.Pushyam Kiran

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The Court made the following:

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ORDER:

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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 (Transferee Company) and M/s Aurobindo Pharma Limited (Transferor Company).

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The petitioner pleaded that it was incorporated on 19.04.2013 under the Act ; that its main objects 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 of pharmaceutical drugs, patent and non patent medicines, etc; that its authorized share capital as on

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12.09.2013 is Rs.20 crores divided into 2 crores equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.1,55,00,000/- divided into 15,50,000 equity shares of Rs.10/- each fully paid up; that it has no secured or unsecured creditors; that it is the subsidiary of the transferor company; that it has decided to amalgamate M/s Aurobindo Pharma Limited (transferor company) in it; and that the Appointed date is 01.04.2014. The petitioner has also given the capital details of the transferor-company, reference to which in this order may not be necessary.

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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 seven shareholders, who are the transferor company and its nominees, have given their consent letters to the proposed scheme of arrangement, filed as Annexure-P8; and that this Court by a detailed order, dated 18.12.2013, in Company Application No.1241 of 2013, has dispensed with the meeting of its shareholders.

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By order, dated 24.02.2014, this Court has directed issuance of notice to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad and also issuance of an advertisement in two daily newspapers, viz., Business Standard (English) and Andhra Bhoomi (Telugu).

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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

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later than two days before the date fixed for hearing of the Company Petition. This publication was made on 26.02.2014.

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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.

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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; 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 transferee Company involved in the scheme of arrangement is yet to file its returns since the company was incorporated in the year 2013.

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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.

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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.

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In the light of the above facts and the report of the Regional Director, South Eastern Region, Ministry of

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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 (transferee-company) and M/s Aurobindo Pharma 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.

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____________________________ JUSTICE C.V.NAGARJUNA REDDY th 07 April 2014 DR

M/s. Curepro Parenterals Limited, v. -

Case brief

What is this about?

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M/s. Curepro Parenterals Limited, v. -

Case brief

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