IN THE HIGH COURT OF KARNATAKA AT BANGALORE DATED TPBS THE 10"' DAY OF SEPTEMBER 2009 BEFORE: THE HON'BLE MR. JUSTICE ANAND _ COMPANY APPLECATIONNo.690.Q1§f'2QO9:" _ C C BETWEEN: CARYL PHARMA PRIVATEVLIMITED, Registered Office: STAR--2, "' V" . Opposite to HMB, Bannerghatta Road, Biiekahaili, Banga1ore--560 076. (By Shri*;Saj.iipF~.dOHii;; SPJitLe.gai,'Ad»xOcate) Nil. RESPONDENT
. . . . .
._ Application is filed under Section 393 of the
Companiesficti; .1956 read with Ruie 9 of the Companies (Court)
Rliiess 1\_959V,.i~’praying to dispensing/convening of the meetings of
the equity shareholders and creditors of the Applicant company
_”for, approving the scheme of Arrangement wherettnder the
“«i”app1ii’e.ant company, Arcolab (Ind.ia) Private Limited (Transferor
_ Company No.1) and Ne-tequity Ventures Private Limited
(Transfe1’o1” Company N03) are proposed to be merged with
C “iAgnus Holdings Private Limited (Transferee Company No.1)
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except the Demerged undertaking consisting of the long term
investment business of Netequity Ventures Private Limited and
€[C.,
This Company Application coming on for orders
the Court made the following: — ‘ –« ” ‘
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This application is filed bythe transferol’ company nofz, ‘for
an order dispensing with meetinigsp.iii’of equitfshiarehplders and
creditors of the applicaiitfcomt-iany. for_ approving the scheme of
arrangement , which is at..Annex-upre–Kl”to ithe’ipetition, between
M/s A:t’colab.”‘Private Limited, which is the transferor
companyurio;-l,i I\’I/Vs”b_l4’ctet;,–.1,_1i:it5r. Ventures Private Limited, which is
the tra-n.sferor”compavnyiinoi.l3i the applicant–company, M/s Agnes
Private Limited — the transferee company no.1, and
L”Mrs_Karufia,yiV’ent1jres Private Limited — transferee company no.2.
The applicant company is engaged in the business of
. .t,.i;nia.nufacit’uring and distribution of bulk drugs and pharmaceutical
fermulations. The registered office of the company is at
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Bangalore. The Board of Directors have approved and adopted
the Scheme of Arrangement at its meeting held on 10.8.2009, by
virtue of which, the trarrsferor companies are pr0p’0S§3d_”tQ be
merged with the transferee–company no.1 except:”thve::d’emergedv.p
undertaking of the transferor company r:0.3’l_. is.proposed}to’-.beS j S
transferred to the transferee company r1o.2,.psubject_–vto’ confrrrriation
of this court.
There are only two.” equpity”s–harelholders £11./the; applicant -..
company. They have given their:’VcoynSsef1rtvS’for the Scheme of
A;’rangernenlt;~_v shareholders are certified by a
Chartered V’ Accountant.. consent letters are produced at
Annexure–L ser.i.es;’ It stated that there are no Secured Loan
l:’Creditors applicanbcompany. The certificate issued by the
SlC_h’arteredllA_cco’urrtant is produced at Annexure-M. It is further
Stated that “there is only one Unsecured Loan Creditor in the
— company, who has given consent for the Scheme of
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Arrangement. The application is supported by an affidavit of the
director of the company.
The appkication in 690/2009 is, therefore, allowed. Two
weeks’ time is granted for filing the necessary petition. V V.
sd/~. f\ e0:i
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