ASTORN RESEARCH LTD Vs. STATE

JUDGEMENT

(1.) THESE petitions are filed under Sections 391 to 394 of the Companies Act, 1956 the Act seeking sanction of scheme of amalgamation proposed to be made between Astron Research Limited, Celestial Biologicals Limited, Intas Pharma Limited, Intas Biopharmaceuticals Limited i.e. transferor companies ­ petitioners of Company Petition Nos.193196/12 respectively), with Intas Pharmaceutical Limited for short "IPL"), transferee company of Company Petition No.197/12).

(2.) MR .Bhadresh Raju, learned Counsel appearing for the objector/Shri Iyer, raised certain objections which are part of the affidavit filed by the objector and has also filed written submissions dealing with the contentions raised by IBPL. It is contended that as per the consultancy agreement dated 01.07.2010 entered into between IBPL and the objector, more particularly Clause4 thereof, IBPL was liable to pay entire amount of Rs.50 lacs to the objector and, therefore, it was contended that as IBPL has averred in Paragraph No.7 of its additional affidavit it has paid only Rs.46.50, which is not fully paid as claimed by the objector and that the objector is still creditor of IBPL.

(3.) CONSIDERING the objections raised by the objector it would be appropriate to deal with them in context to the status on the basis of which the objections are raised. As observed earlier, the objector claims to be the shareholder of IBPL. The said fact is denied by IBPL in its additional affidavit, as dealt with earlier. In order to examine this aspect it would be appropriate to refer to the chart, which is annexed as AnnexureE to the additional affidavit filed by IBPL. The said chart records detailing of the shares held by the objector in different companies. It would be evident from the said chart that the companies at Sr. Nos.78 are not part of this scheme and, therefore, the same does not require any consideration in these proceedings. As far as Sr. Nos.16 are concerned, the objector did hold shares in the companies which are part of the present scheme. However, it is an admitted position that the said shares stand transferred in the name of its purchaser on 02.08.2011. The said fact is supported by the share transfer forms, which are duly signed by the objector, the photocopy of the cheque which is received by the objector as well as the subsequent requisite forms, which were submitted before the Registrar of Companies. On reading these documents it transpires that the objector is not the shareholder either of the transferor companies or the transferee company related to the scheme under consideration.