IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH-IV

CA (CAA)/25/MB-IV/2021

In the matter

Of

The Companies Act, 2013

AND

In the matter

Of

In the matter of Section 230-232 and other

applicable provisions of the Companies Act, 2013

and the rules made thereunder

AND

In the matter

Of

The Scheme of Amalgamation

Of

Medibios Laboratories Limited

(“First Applicant Company”)

With

Emil Pharmaceutical Industries

Private Limited

(“Second Applicant Company”)

Medibios Laboratories Limited …. First Applicant Company/

[CIN: U24230MH1995PLC086180] Transferor Company

Emil Pharmaceutical Industries

Private Limited …. Second Applicant Company/

[CIN: U24230MH1986PTC039809] Transferee Company

IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH-IV

CA (CAA)/25/MB-IV/2021

Page 2 of 14

Order delivered on: 18.10.2021

Coram:

Mr. Rajesh Sharma

Mrs. Suchitra Kanuparthi

Hon’ble Member (Technical)

Hon’ble Member (Judicial)

Appearances (via videoconferencing):

For the Applicants

:

Mr. Gauraj Shah i/b

Mr. C.S. Siddharth Doshi, Advocate.

ORDER

Per: Rajesh Sharma, Member (Technical)

1. This Bench is convened through video conferencing today.

2. The Counsel for the Applicant Companies submits that the present Scheme

is a Scheme of Merger by Absorption of Medibios Laboratories Limited

(First Applicant Company/Transferor Company) and Emil Pharmaceuticals

Industries Private Limited (Second Applicant Company/Transferee

Company) and their respective Shareholders (“the Scheme”) under the

provisions of Sections 230 to 232 of the Companies Act, 2013.

3. The Counsel for the Applicant Companies further submits that the First

Applicant Company and Second Applicant Company are engaged in the

business of manufacturing, trading, importing and exporting of medicines

drugs chemical and pharmaceuticals and manufacture of bulk drugs,

pharmaceuticals, other chemicals veterinary products, cosmetic products

IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH-IV

CA (CAA)/25/MB-IV/2021

Page 3 of 14

chemist, druggist, importers, processors, buyers, sellers, retailers and

manufacturing or marketing products for others.

4. The Counsel for the Applicant Companies submits that the Board of

Directors of the Applicant Companies in their respective meetings held on

7^th day of December, 2020 have approved the proposed Scheme with the

Appointed Date as 1^st day of April 2020. The Board Resolution approving

the Scheme for the Applicant Companies are annexed as Annexure D &

Annexure D1 respectively to the Company Scheme Application.

5. The appointed date for the Scheme of Merger by Absorption is 1^st day of

April 2020.

6. The Authorized, Issued, Subscribed and Paid-up Share Capital of the

Applicant Companies as on 31^st day of March, 2020 is as under:

a. The Authorised Share Capital of the First Applicant Company is

Rs. 10,00,00,000/- divided into 1,00,00,000 Equity Shares of Rs. 10/-

each. Issued, Subscribed and Paid-up Share Capital of the First Applicant

Company is Rs. 7,10,46,000/- divided into 71,04,600 Equity Shares of

Rs. 10/- each.

b. The Authorised Share Capital of the Second Applicant Company is

Rs. 10,00,00,000/- divided into 1000,000 Equity Shares of Rs.10/- each.

Issued, Subscribed and Paid-up Share Capital of the Second Applicant

Company is Rs.7,64,56,140/- divided into 76,45,614 Equity Shares of

Rs.10/- each.

7. The Merger of First Applicant with Second Applicant Company would inter

alia have the following benefits:

IN THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH-IV

CA (CAA)/25/MB-IV/2021

Page 4 of 14

i.

Given that the Transferor Company and the Transferee are engaged

in identical businesses, the amalgamation will enable the promoters of

the Transferor Company and the Transferee Company