Post on 28-Nov-2020
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
ALEMBIC PHARMACEUTICALS LIMITED
1
(PUBLIC COMPANY LIMITED BY SHARES)MEMORANDUM OF ASSOCIATION
OFALEMBIC PHARMACEUTICALS LIMITED
I The name of the Company is ALEMBIC PHARMACEUTICALS LIMITED.
(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE :
(B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS :
2
the Company is interested.
of the Company.
of the Company.
3
1949.
4
Company of any property or assets.
5
trade.
(C) OTHER OBJECTS :-
6
7
8
in India.
V
9
No.
1.
2. 1 (one)
3. 1 (one)
4. 1 (one)
5. 1 (one)
6. Udit C. Amin 1 (one)
7.S/o Shreeram Baheti
1 (one)
10
ARTICLES OF ASSOCIATIONOF
ALEMBIC PHARMACEUTICALS LIMITEDTABLE A NOT TO APPLY
INTERPRETATION
The Act
These Articles
Auditors
Company. Board or Board of Directors
Capital
Chairman
Company. Charge
The Company or this Company
Debeture
Directors
Dividend
Executor or Administrator
11
1963. Gender
In writing and written.
Legal Representative
Sub headings
Members
Meeting or General Meeting
Annual General Meeting
Extra-ordinary General Meeting
Month
Of ce
Ordinary Resolution
Paid up
Persons
Proxy
The Register of Members
The Registrar
The Company’s Regulations
of the Company.
12
Seal
Secretary
Secretary in Whole-time Practice
Shares
Special Resolution
The Statutes
Year
Singular number
Expression in the Act to bear the same meaning in Articles
CAPITAL
13
of the redemption.
redeemed.
the Company.
14
SHARES AND CERTIFICATES
him.
15
Company.
16
17
18
Tr
UNDERWRITING AND BROKERAGE
INTEREST OUT OF CAPITAL
DEBENTURES
19
CALLS
Board may determine.
20
21
FORFEITURE OF SHARES
aforesaid.
do so.
22
to the share.
thereto.
TRANSFER AND TRANSMISSION OF SHARES57. No transfer to minor
58. Form of transfer
transferor or the transferee.
23
other person.
24
transferee named in an ordinary transfer presented for registration.
71. No fee on transfer or transmission
25
SHARE WARRANTS
depositor.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION
26
BORROWING POWERS
MEETING OF MEMBERS
27
Meetings.
28
29
30
statement aforesaid.
meeting.
31
100.
rest of the meeting.
demand.
en.
32
VOTES OF MEMBERS
33
r
Company.
meeting.
34
123.
DIRECTORS
1. MR. CHIRAYU RAMANBHAI AMIN
2. MRS. MALIKA CHIRAYU AMIN
35
the Company.
36
37
or
entered into.
38
or
39
petition is disposed off.
at the meeting.
40
ROTATION AND APPOINTMENT OF DIRECTORS
41
some other person thereto.
against it.
42
o
MANAGING DIRECTOR, WHOLE-TIME DIRECTOR159.
time.th
th
43
PROCEEDINGS OF THE BOARD OF DIRECTORS
meeting.
44
167. Chairman
45
POWERS OF THE BOARD
46
47
(9)
48
of India.
49
MINUTES
thereof.
50
THE SECRETARY
THE SEAL
DIVIDEND
shares.
nd
51
transfer the same.
of the transfer.
52
CAPITALISATION
53
ACCOUNTS
54
AUDIT
55
months.
DOCUMENTS AND NOTICES
REGISTERS AND DOCUMENTS
56
of the Company.
th
th
WINDING UP
person e
57
SECRECY CLAUSE
58
No.
1.
Vadodara 390003
2.
3.
4.
5.
6. Udit C. Amin
7.S/o Shreeram Baheti
59
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
ORIGINAL JURISDICTION
COMPANY PETITION NO. 153 OF 2010
CONNECTED WITH
COMPANY APPLICATION NO. 216 OF 2010
And
In the matter of
And
In the matter of
BEFORE HONOURABLE Mr. JUSTICE A.S.DAVE
th
Order On Petition
th
dated 2nd th
th
60
th
dated 8th
th
th
SCHEDULE
Dated 24th
61
SCHEME OF ARRANGEMENTBETWEEN
ALEMBIC LIMITED - DEMERGED COMPANYAND
ALEMBIC PHARMA LIMITED - RESULTING COMPANYAND THEIR RESPECTIVE MEMBERS AND CREDITORS
UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT 1956
Alembic Limited
1. PREAMBLE A. DESCRIPTION OF COMPANIES
st
(APL)
B. RATIONALE AND OBJECTIVE OF THE SCHEME OF ARRANGEMENT
62
63
C. OPERATION OF THE SCHEME
2. DEFINITIONS:
(a) ‘Act’
‘Appointed Date’
‘Court’ or ‘High Court’
Company or ‘AL’ or ‘Demerged Company’
64
Effective Date
(f) ‘Pharmaceutical Undertaking’ or ‘Demerged Undertaking’ means the Demerged
65
Resulting Company APL
Record Date
(i) ‘Remaining Undertaking’
Scheme ‘the Scheme’ or ‘this Scheme’
‘Vadodara Undetaking’
66
3. SHARE CAPITAL A. Authorized Capital
Rs. 4500.00
Rs.500.00
Total Rs. 5000.00
Issued and subscribed Capital
Rs.2769.29
Total Rs.2769.29
Paid-up Capital
Rs.2670.31
Total Rs. 2670.31
B. th
Authorized Capital
Rs.1200.00
Total Rs.1200.00
Issued, Subscribed and Paid-up
Rs.1100.00
Total Rs.1100.00
on date. 4. TRANSFER OF UNDERTAKING
67
transferred.
68
same.
Demerged Company.
69
5. CONTRACTS, DEEDS AND OTHER INSTRUMENTS:
70
6. LEGAL PROCEEDINGS:
after the Appointed Date.
same.7. REMAINING UNDERTAKING OF THE DEMERGED COMPANY
71
8. OPERATIVE DATE OF THE SCHEME
9. CONDUCT OF BUSINESS BY DEMERGED COMPANY AND RESULTING COMPANY TILL EFFECTIVE DATE:
With
if the same are prior to the Appointed Date.
10. ISSUE OF SHARES AND SECURITIES BY THE RESULTING COMPANY:
72
Company.
Company.
73
11. ACCOUNTING BY THE DEMERGED COMPANY AND THE RESULTING COMPANY IN RESPECT OF ASSETS AND LIABILITIES:
11.1 Accounting treatment in the books of the Demerged Company:
as
Companies.
11.2 Accounting treatment in the Books of the Resulting Company:
74
12. REORGANIZATION OF AUTHORISED SHARE CAPITAL 12.1 AUTHORISED SHARE CAPITAL OF THE DEMERGED COMPANY
12.2 AUTHORISED SHARE CAPITAL OF THE RESULTING COMPANY
75
13. REDUCTION OF SECURITIES PREMIUM AND/OR GENERAL RESERVE OF THE DEMERGED COMPANY.
the Demerged Company
14. TAXES
76
15. DIVIDEND, PROFIT, BONUS, RIGHT SHARES, MANAGEMENT AND ADMINISTRATION:
an
Company.
16. DEMERGED COMPANY’S EMPLOYEES:
Demerged Company as on the said date.
77
Company.
17. BOARD RECONSTITUTION
18. REORGANISATION OF THE VADODARA UNDERTAKING
19. APPLICATION TO THE HIGH COURT
20. MODIFICATIONS, AMENDMENTS TO THE SCHEME
21. SCHEME CONDITIONAL UPON APPROVALS/ SANCTIONS
78
22. EFFECTIVE DATE OF THE SCHEME
23. EXPENSES CONNECTED WITH THE SCHEME
79
Schedule – I-A Manufacturing Facilities and R&D centre of Pharmaceutical Undertaking:
Vadodara
Schedule – I-B Investments pertaining to Pharmaceutical Undertaking :
Schedule – II Particulars of the Assets at Vadodara Undertaking
80
Dated this 24th