1. Company Petition No.245 of 2014 is filed by M/s Astrix Laboratories Limited, Hyderabad (for short ‘the transferor company’) and Company Petition No.246 of 2014 is filed by M/s Mylan Laboratories Limited, Hyderabad (for short ‘the transferee company’) for sanctioning the proposed scheme of arrangement between them.

The transferor company has pleaded that it was incorporated as a public limited company under the name and style of ‘M/s Astrix Laboratories Limited’ in the State of Andhra Pradesh on 21.09.2005; that its registered office is situated at Plot No.564/A/22, Road No.92, Jubilee Hills, Hyderabad; that its authorized capital is Rs.5 crores, which includes Rs.4,99,99,000/- divided into 49,99,000 equity shares of Rs.10/- each and Rs.10,000/- divided into 1,000 Class-B equity shares of Rs.10/- each; that its issued, subscribed and paid up capital is Rs.4,52,60,000/-, which includes Rs.4,52,50,000/- divided into 45,25,000 equity shares of Rs.10/- each fully paid up and Rs.10,000/- divided into 1,000 Class-B equity shares of Rs.10/- each; and that its main objects, inter alia, are to manufacture, import, export, buy, sell, distribute, and deal in bulk drugs, finished drugs and pharmaceuticals, fine pharmaceuticals, chemicals, fine chemicals, enzmes, anti tuberculosis agents’ ayurvedic, unani and cosmetics, etc.

The transferee company pleaded that it was originally incorporated as a private limited company under the name and style of “Herren Drugs Private Limited” in the State of Andhra Pradesh on 29.11.1984; that subsequently, it converted itself into a public limited company under the name and style of “Herren Drugs Limited” with effect from 19.10.1992; that its name was changed as “Herren Drugs and Pharmaceuticals Limited” on a fresh certificate of incorporation issued on 27.06.1994; that, later, its name was changed as ‘Matrix Laboratories Limited’ and subsequently, to M/s Mylan Laboratories Limited on 21.03.2001; that its authorized capital is Rs.40 crores divided into 20,00,00,000 equity shares of Rs.2/- each; that its issued, subscribed and paid up capital is Rs.36,95,13,716/- divided into 18,47,56,858 equity shares of Rs.2/- each fully paid up; and that its main objects, inter alia, are to manufacture, import, export, buy, sell, distribute and deal in bulk drugs, finished drugs and pharmaceuticals, fine pharmaceuticals, chemicals, fine chemicals, enzmes, anti tuberculosis agents’ ayurvedic, unani and cosmetics, etc. That under the proposed scheme of arrangement, the transferor company will be amalgamated into the transferee company and that this arrangement is to derive the following benefits:

“1. The Transferee Company, a public company limited by shares, is a subsidiary of MP Laboratories (Mauritius) Limited and is engaged in the manufacture of Active Pharmaceutical Ingredients (“API”) and Finished Dosage Formulations (“FDF”). The Transferor Company, a subsidiary of the Transferee Company, is a developer, manufacturer and marketer of high-quality Antiretroviral (“ARV”). The consolidation and amalgamation of the Transferor Company with the Transferee Company shall result into synergies in the Transferee Company.

2. The Transferor Company’s capabilities, product portfolio and pipeline complement the Transferee Company’s existing API platform. The amalgamation will strengthen the foothold of the Transferee Company in the ARV API segment.

3. Greater integration, financial strength and flexibility for the Transferee Company, which will improve the financial position of the Transferee Company.

4. Greater efficiency in cash management of the Transferee Company, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund growth opportunities, to further improve shareholder’s value.

5. Benefit of operational synergies to the combined entity in areas such as raw material sourcing, product placement, marketing and sale promotions initiatives, freight optimization a