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Judgment
Dev Darshan Sud, J.—This petition has been filed by the Nitin Life Sciences Limited for amalgamation with Nitin Pharmaceuticals Pvt. Ltd. in terms of the provisions of Sections 391 - 394 of the Companies Act, 1956 read with Rules 79 to 84 and 87 of the Companies (Court) Rules, 1959 (hereinafter referred to as the �Act�). The petitioner submits that Nitin Life Science Limited was incorporated under the �Act� on 3rd March, 2005 and a certificate of incorporation was issued by the Registrar of Companies, Jallandhar. The particulars of the Company have been given in the petition as under:
The Transferee Company is a company incorporated under the provisions of the Companies Act, 1956 (hereinafter called the Act). The Transferee Company was incorporated on 3.3.2005 as a Limited Company.
The registered office of the Transferee Company is situated at village Kunja, Rampur Ghat Road, Paonta Sahib, Distrcit Sirmour H.P.
The authorized capital of the Transferee Company at present is Rs. 25,00,00,000/-(Rupees twenty five crores only) divided into 2,50,00,000 (two crore fifty lacs) equity shares of Rs. 10/- each. The issued, subscribed and paid up capital of Transferee company at present is Rs. 25,00,00,000/- (Rupees twenty five crores only) divided into 2,50,00,000 (two crore fifty lacs) equity shares of Rs. 10/each.
The objects for which the Transferee Company was incorporated are set out in its memorandum of association. A copy of the memorandum and articles of association of the Transferee Company is attached hereto and marked as Annexure C. The main objects of the Transferee Company are as under:
To carry on the Research & Development of pharmaceutical formulations in all lines of medicines, surgery, medical sciences and to provide technology for formulation of drugs, pharmaceuticals, medicines & life saving drugs. To manufacture, develop, import, export, buy, sell and deal in medicines, drugs, pharmaceuticals, intermediates, basic drugs, medicinal preparations, formulations and preparations and deal in surgical instruments, X-Ray equipments, MRI Cat Scanners, Blood testing equipments and all other such hospital and medical equipments.
The scheme of amalgamation has been filed in this petition at page 101 (Annexure:L). By a resolution passed by the Board of Directors of Nitin Pharmaceutical Pvt. Ltd. on 16th November, 2009 (Annexure:K), the scheme of amalgamation has been accepted by the Board subject to its approval by the Delhi High Court. Similarly petitioner company i.e. Nitin Life Sciences Limited has also approved the scheme of amalgamation by a resolution of its Board of Directors on 11.3.2010 (Annexure: A). The petitioner company has also placed on record the approval accorded by the Delhi High Court on 28th January, 2010 to Nitin Pharmaceutical Pvt. Ltd. granting exemption from holding the meeting of the sundry creditors. The order has been filed in this petition at page-148 as Annexure: P.
The petitioner seeks permission for exemption of the meeting of the secured and unsecured creditors and share holders. Along with the petition, the petitioner has filed affidavits of the sundry creditors (60 affidavits in all). Expressing their approval to the scheme of merger, the affidavits of the share holders have also been filed on the record by the petitioner Company.
Taking into consideration the affidavits which have been filed on record as also the order passed by the Delhi High Court, the prayer made by the petitioner for exemption to hold meeting of secured and unsecured creditors is granted. This petition is accordingly disposed of. Permission is granted to the petitioner herein to approach this Court again for approval of the Scheme of Amalgamation in accordance with law.