IN THE HIGH COURT OF JUDICATURE : ANDHRA PRADESH AT HYDERABAD

                      ORDINARY ORIGINAL CIVIL JURISDICTION

                    THURSDAY THE TWENTY SIXTH DAY OF OCTOBER

                    ONE THOUSAND NINE HUNDRED AND EIGHTY NINE

                                   : PRESENT :

                   THE HON'BLE MR. JUSTICE UPENDRALAL WAGHRAY

                   COMPANY PETITION NO. 50/1988 CONNECTED WITH

                         COMPANY APPLICATION NO. 89/1988



                 IN THE MATTER OF THE COMPANIES ACT (1 OF 1956)

                                       AND

                  IN THE MATTER OF THE BENZEX LABS LIMITED AND

                        DR. REDDY'S LABORATORIES LIMITED



Benzex Labs Limited, Represented by its Director, Sri. M.P Chary   Petitioner



                                       and



Dr. Reddy's Laboratories Limited                                   Respondent



      Petition U/s. 394 read with Sec. 391 (2) of the Companies Act 1956 of the

Original side rules that this High Court may be pleased to (a) sanction by order

the scheme, a copy of which is annexed hereby so as to bind all the members of

the petitioner and all concern (b) or such other order may be made with premises

as the court shall deem fit.



      This petition coming on for orders, upon reading the Judge's summon and

the affidavit dated 26.8.1988 and filed by the petitioner herein in support of

this petition and upon hearing the arguments of Mr. S. Parvatha Rao, Advocate

for the petitioner and Addl. Standing Counsel for the Central Government and

Official Liquidator, on behalf of the Respondent.



                      SCHEME OF ARRANGEMENT OF AMALGAMATION



THIS COURT DOTH ORDER AS FOLLOWS:



1.    That this Court doth hereby sanction the scheme of arrangement of

      amalgamation, as per paras 1 to 20 of the petition herein scheduled

      hereto, and doth hereby declare the same to be binding on the

      transferor-company and the transferee-company.



2.    That all the property, rights and powers of the transferor, company

      specified in the first, second and third parts of the scheduled company,

      be transferred, without further act or deed, to the transferee-company and

      accordingly the same shall pursuant to the Section 394 (2) of the

      Companies Act, 1956, be transferred to and vest in the transferee company

      for all the estate and interest of the transferor-company therein, but

      subject nevertheless to all charges now affecting the same (other than

      here set out any charges which, by virtue of the compromise or

      arrangement, are to case to have effect), and



3.    That all the liabilities and duties of the transferor-company be

      transferred, without further act for deed to the transferee-company and

      accordingly the same shall, pursuant to Section 394 (2) of the Companies

      Act, 1956, transferred to and become the liabilities and duties of the

      transferee company; and



4.    That all proceedings, now pending by a or against the transferor-company,

      by continued by or against the transferee-company.



5.    That the transferee-company do without further application allot to such

      members of the transferor-company as have not given such notice of dissent

      as is required by Clauses - - of the compromise or arrangement herein the

      shares in the transferee-company to which they are entitled under the said

      compromise of arrangement.



{PAGE}



6.    That the transferor-company do within 14 days, after the date of this

      order, cause a certified company of his order to be delivered to the

      Registrar of Companies for registration and on such certified copy being

      so delivered the transferor-company shall be dissolved, ** and the

      Registrar of Companies shall place all documents, relating to the

      transferor-company, and registered with him on the file kept by him in

      relation to the transferee-company and the files, relating to the said two

      companies, shall be consolidated accordingly,



7.    That the parties interested to the scheme of arrangement of amalgamation

      or other persons interested shall be at liberty to apply to this court for

      any directions that may be necessary in regard to the working of the

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