KEMIRA LABORATORIES LTD Vs. STATE OF ANDHRA PRADESH

JUDGEMENT

(1.) These three appeals raise same questions of law and fact and therefore, they are being disposed of by this common judgment. Facts are taken from O.S.A. No.24 of 2005.

(2.) This appeal is filed by the appellants against the order passed by the Company Judge in C.P. No. 199 of 2003. The Company Petition was filed by the appellants under Sections 391 and 394 of the Companies Act, 1956 (for short 'the Act'), seeking sanction of scheme of arrangement for amalgamation of the transferor Company M/s. Hetero Drugs Limited. The transferor Company was 100% subsidiary Company of the transferee Company. It was incorporated with the main objects of carrying on the business of research, design, manufacture, production and marketing of all kinds of organic and inorganic chemicals, pharmaceuticals and to carry on the business of stockists and commission agents. As per its Memorandum of Association, the authorized share capital of the transferor Company was rupees seven crores divided into seventy thousand equity shares of rupees one thousand.

(3.) The transferee Company, which is a holding Company as per its Memorandum of Association, had almost objects similar to the transferor Company, but the authorized capital was rupees ten crores divided into one crore equity shares of rupees ten. The Boards of Directors of the transferor and transferee Companies passed resolutions on 6-10-2003 and 7-8-2003 approving the scheme of arrangement for amalgamation of the transferor Company with the transferee Company. The said arrangement had been proposed for the benefit of members of both the Companies.