ASTRAZENECA PHARMA INDIA LIMITED Vs. STATE OF KARNATAKA

JUDGEMENT

(1.) THE petitioner has preferred this petition u/s. 391 to 393 of the companies Act, 1956 seeking the sanction for scheme of arrangement, annexure-D.

(2.) THE petitioner company was incorporated as Astra IDL Ltd. , on 11. 07. 1979 under the provisions of the Companies Act, 1956 in the State of Karnataka. Subsequently with effect from 31. 05. 2001 the name was changed to Astra Zeneca Pharma India Limited and the registered office of the petitioner is situated at 'avishkar' off Bellary road, Hebbal, Bangalore-24. The authorised share capital of the petitioner is Rs. 5 crores divided into Rs. 2,50,00,000/- equity shares of Rs. 2/ -. The issued, subscribed and paid up share capital is Rs. 5 crores. The main object of the petitioner company was to manufacture, produce, formulate, prepare, buy, market, distribute, exchange, supply, self or otherwise and generally to deal in pharmaceutical and other kinds of chemicals and their intermediaries which is set out in the Memorandum of Association. The petitioner has produced latest audited balance sheet for the year ending upto 30th June 2006 showing its assets and liabilities, a copy of which is produced at Annexure-B to the petition. The Board of Directors of the petitioner have approved and adopted the scheme by which the company intended entering into anarrangement with the shareholders for issue of fully paid non-redeemable debentures from general reserve in a meeting held on 08. 09. 2006. The relevant Board resolution is produced as Annexure-C. In paragraph 7 the salient features of the said scheme are clearly set out.

(3.) THE petitioner filed C. A. 1277/2006 before this court for suitable directions regarding holding of meeting of equity share holders and unsecured creditors of the company to consider the aforesaid scheme. By an order dated 13. 10. 2006 the petitioner was directed to convene the meetings of its equity shareholders and unsecured creditors for the purpose of considering and approving with or without modification of the said scheme. In terms of the aforesaid order Mr. Darious Erach Udwadia, Chairman of the petitioner-company held a meeting after issuing individual notices and also issuing a notice by way of paper publication on 13th November of 2006 at Vijaynagar hall, Taj Residency Hotel, No. 41/3, M. GRoad, Bangalore. He has also filed a report. A perusal of the aforesaid report shows, out of 111 equity shareholders who attended the meeting in person or by proxy, 86 equity shareholders exercised their votes in person or by proxy, 83 equity shareholders who held shares worth Rs. 2,25,69,638/-equity shares of Rs. 2/-each fully paid up voted for the scheme. No equity shareholder voted against the said scheme. Three equity shareholders representing in the aggregate 50 equity shares of Rs. 2/-each fully paid were regarded as invalid. Thus the meeting of the shareholders approved the scheme unanimously. 38 unsecured creditors attending the meeting in person or by proxy exercised their votes in person or by proxy. The total amount due to the said unsecured creditorsisrs. 20,58,10,115/ -. They also voted for the scheme. No unsecured creditor voted against the scheme. There were no invalid ballots. Thereafter the present petition is filed for according sanction to the scheme.