BAZLEY FINVEST LIMITED Vs. STATE

JUDGEMENT

(1.) These are the petitions filed by three petitioner Companies for sanction of a Scheme of Amalgamation of the three (the Transferor Companies) with Sun Pharmaceutical Industries Limited (the Transferee Company) under Section 391 read with Section 394 of the Companies Act, 1956. Since all the Transferor Companies are the wholly owned subsidiaries of the Transferee Company, the separate proceedings for the Transferee Company were dispensed with by the previous orders of this Court.

(2.) All the petitioner Companies are deemed limited companies being the wholly owned subsidiary of a listed public limited Company and belong to the same group of management. All the petitioner Companies are engaged in investment activities. The amalgamation is proposed for the synergic advantages. The petitions give details of the advantages that would flow by virtue of the amalgamation of these Companies.

(3.) The proposed Scheme was approved unanimously by the Equity Shareholders as the nominees of the Transferee Company. There are no Secured Creditors in case of any of the Transferor Companies. The only Unsecured Creditor being the Transferee Company has also approved the proposed Scheme. The consent letters of the Equity Shareholders and the Unsecured Creditor were put on record along with respective applications. Hence, the meetings of the Shareholders and Creditors were not required to be held and accordingly they were dispensed with vide the order passed on 07.03.2005 annexed to the petition as Annexure D.