IN RE: STERLING ADDLIFE INDIA LTD. Vs. STATE

JUDGEMENT

(1.) These are the petitions filed by the Petitioner-companies for sanction of a composite scheme of arrangement in nature of demerger and transfer of treasury segment of Paras Pharmaceuticals Ltd., the demerged company to Sterling Addlife India Ltd., the resulting company and reduction of capital of Paras Pharmaceuticals Ltd., under Sections 391 and 394 read with Sections 78 and 100 to 104 of the Companies Act, 1956.

(2.) It has been submitted that vide the order dated April 26, 2010, passed in the Company Application No. 108 of 2010, meeting of the equity shareholders of the demerged company was dispensed with in view of the written consent letters placed on record. It has been noted in the said order that there were no secured or unsecured creditors of the demerged undertaking. Considering the substantial excess of the assets over the liabilities of the demerged company per se, the meetings of the secured and unsecured creditors of the demerged company were also dispensed with accepting the contention that the rights and interests of the secured and unsecured creditors of the demerged company were not likely to be adversely affected as a result of the proposed demerger. Vide the aforesaid order, the procedure as required to be followed under Sections 100 and 101(2) of the Companies Act, 1956 and under rules 48 to 65 of the Companies (Court) Rules, 1959, were also specifically dispensed with, accepting specific averments made in paragraph 13 of the said application.

(3.) Whereas vide the order passed on April 23, 2010, in Company Application No. 109 of 2010, filed on behalf of the resulting company, meeting of the equity shareholders was directed to be convened for the purpose of considering and if thought fit approving with or without modification(s), the proposed composite scheme of arrangement in the nature of demerger and transfer of the treasury segment of Paras Pharmaceuticals Ltd., to Sterling Addlife India Ltd. Pursuant to the directions issued vide the aforesaid order, the meeting of the equity shareholders was duly convened on June 5, 2010. The scheme was unanimously approved by all the equity shareholders present and voting at the said meeting. The chairman's report confirming the same was filed along with the chairman's affidavit dated June 8, 2010.