MEDREICH LIMITED Vs. NIL

JUDGEMENT

(1.) This application is filed under Section 391 of the Companies Act, 1956 seeking to dispense with the convening of the separate meetings of the equity shareholders, preference shareholders, secured creditors and unsecured creditors of the applicant-transferee company for approving the Scheme of arrangement of the applicant-company with Genovo Development Services Limited (hereinafter referred to as 'the Demerged Company' for brevity). The applicant-transferee company is said to be incorporated in the year 1973 in the name and style of 'Sterilab Private Limited' under the Companies Act, 1956 in the State of Karnataka with the objects of manufacturing all kinds of pharmaceuticals, drugs, chemicals, fine chemicals and all types of medicines and etc. Later, the name of the applicant-company was changed to "Medreich Sterilab Limited' and thereafter to the present name 'Medreich Limited'.

(2.) The authorised share capital of the applicant-transferee company is Rs. 160,50,00,000/- divided into 4,86,34,259 equity shares of Rs. 10/- each and 1,41,96,160 preference shares of Rs. 78.80 each and two preference shares of Re. 1/- each. The issued, subscribed and paid up share capital of the applicant-company is Rs. 140,71,83,338/- divided into 2,88,52,593 equity snares of Rs. 10/- each and 1,41,96,160 non-cumulative participative convertible 1% preference shares of Rs. 78.80 each.

(3.) The Board of Directors of the applicant-company had approved and adopted a scheme of arrangement at its meeting held on 25-10-2013, by virtue of which the Research and Development Business Division (hereinafter referred to as 'the Demerged Undertaking' for brevity) of the Demerged Company known as 'Genovo Development Services Limited' having its Registered Office at Plot No. 36, Bommasandra Industrial Area, Anekal Taluk, Bangalore-560 099, is proposed to be demerged and vested with the applicant-transferee company, subject to confirmation of this Court within whose jurisdiction the Registered Offices of the applicant-company and the demerged company are situated.