Alembic Pharmaceuticals Memorandum 08-08-2014...1 (PUBLIC COMPANY LIMITED BY SHARES) MEMORANDUM OF...
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MEMORANDUM AND ARTICLES OF ASSOCIATION OF ALEMBIC PHARMACEUTICALS LIMITED
Transcript of Alembic Pharmaceuticals Memorandum 08-08-2014...1 (PUBLIC COMPANY LIMITED BY SHARES) MEMORANDUM OF...
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 :
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the Company is interested.
of the Company.
of the Company.
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1949.
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Company of any property or assets.
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trade.
(C) OTHER OBJECTS :-
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in India.
V
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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)
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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
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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.
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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
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of the redemption.
redeemed.
the Company.
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SHARES AND CERTIFICATES
him.
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Company.
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Tr
UNDERWRITING AND BROKERAGE
INTEREST OUT OF CAPITAL
DEBENTURES
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CALLS
Board may determine.
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FORFEITURE OF SHARES
aforesaid.
do so.
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to the share.
thereto.
TRANSFER AND TRANSMISSION OF SHARES57. No transfer to minor
58. Form of transfer
transferor or the transferee.
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other person.
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transferee named in an ordinary transfer presented for registration.
71. No fee on transfer or transmission
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SHARE WARRANTS
depositor.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION
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BORROWING POWERS
MEETING OF MEMBERS
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Meetings.
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statement aforesaid.
meeting.
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100.
rest of the meeting.
demand.
en.
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VOTES OF MEMBERS
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r
Company.
meeting.
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123.
DIRECTORS
1. MR. CHIRAYU RAMANBHAI AMIN
2. MRS. MALIKA CHIRAYU AMIN
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the Company.
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or
entered into.
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or
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petition is disposed off.
at the meeting.
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ROTATION AND APPOINTMENT OF DIRECTORS
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some other person thereto.
against it.
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o
MANAGING DIRECTOR, WHOLE-TIME DIRECTOR159.
time.th
th
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PROCEEDINGS OF THE BOARD OF DIRECTORS
meeting.
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167. Chairman
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POWERS OF THE BOARD
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(9)
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of India.
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MINUTES
thereof.
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THE SECRETARY
THE SEAL
DIVIDEND
shares.
nd
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transfer the same.
of the transfer.
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CAPITALISATION
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ACCOUNTS
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AUDIT
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months.
DOCUMENTS AND NOTICES
REGISTERS AND DOCUMENTS
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of the Company.
th
th
WINDING UP
person e
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SECRECY CLAUSE
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No.
1.
Vadodara 390003
2.
3.
4.
5.
6. Udit C. Amin
7.S/o Shreeram Baheti
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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
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th
dated 8th
th
th
SCHEDULE
Dated 24th
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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
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C. OPERATION OF THE SCHEME
2. DEFINITIONS:
(a) ‘Act’
‘Appointed Date’
‘Court’ or ‘High Court’
Company or ‘AL’ or ‘Demerged Company’
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Effective Date
(f) ‘Pharmaceutical Undertaking’ or ‘Demerged Undertaking’ means the Demerged
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Resulting Company APL
Record Date
(i) ‘Remaining Undertaking’
Scheme ‘the Scheme’ or ‘this Scheme’
‘Vadodara Undetaking’
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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
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transferred.
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same.
Demerged Company.
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5. CONTRACTS, DEEDS AND OTHER INSTRUMENTS:
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6. LEGAL PROCEEDINGS:
after the Appointed Date.
same.7. REMAINING UNDERTAKING OF THE DEMERGED COMPANY
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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:
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Company.
Company.
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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:
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12. REORGANIZATION OF AUTHORISED SHARE CAPITAL 12.1 AUTHORISED SHARE CAPITAL OF THE DEMERGED COMPANY
12.2 AUTHORISED SHARE CAPITAL OF THE RESULTING COMPANY
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13. REDUCTION OF SECURITIES PREMIUM AND/OR GENERAL RESERVE OF THE DEMERGED COMPANY.
the Demerged Company
14. TAXES
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15. DIVIDEND, PROFIT, BONUS, RIGHT SHARES, MANAGEMENT AND ADMINISTRATION:
an
Company.
16. DEMERGED COMPANY’S EMPLOYEES:
Demerged Company as on the said date.
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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
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22. EFFECTIVE DATE OF THE SCHEME
23. EXPENSES CONNECTED WITH THE SCHEME
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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
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Dated this 24th
