AMERICAN REMEDIES LIMITED Vs. STATE

JUDGEMENT

(1.) THIS petition is filed for the grant of sanction to the scheme of amalgamation of the transferor -company, M/s. American Remedies Limited with the transferee -company, Dr. Reddy's Laboratories Limited (hereinafter referred to as the "DRL Ltd."). The transferor -company herein was the transferee -company in another scheme of amalgamation which was considered by this court in C.P. Nos. 464 and 465 of 2000 and this court, by order of even date, granted sanction to the said scheme of amalgamation. The transferor -company which was the transferee -company in C.P. No. 465 of 2000 has filed this petition for the grant of sanction to the scheme of amalgamation with DRL Ltd.

(2.) THE transferor -company herein was originally incorporated as American Remedies Private Limited on January 7, 1986, under the provisions of the Companies Act, 1956 (hereinafter referred to as "the Companies Act"), which was later changed into a public limited company on July 1, 1990. The authorised and issued, subscribed and paid up share capital of the transferor -company as on March 31, 1999, are as under :

(3.) THE scheme of amalgamation has to be considered in the light of the above takeover of the business of M/s. Softcaps Private Ltd., the transferor -company in C.P. No. 464 of 2000 by the petitioner -company herein as well as the take -over of the business and company of the transferor -company herein by the transferee -company, DRL Ltd. In the petition it has been stated that the amalgamation of the transferor -company with DRL Ltd. would enable the amalgamated company to carry on the combined business more economically and efficiently and the amalgamated company would have the benefit of the combined reserves, manufacturing assets and cash flows of both the companies. It is stated that the amalgamation would result in improved capital structure enabling the amalgamated company to raise the required finance on better terms and afford access to resources easily, at lower cost. In the petition, the advantages that would accrue from the amalgamation are also set out.