IN RE: SHASUN PHARMACEUTICALS LIMITED Vs. STATE

JUDGEMENT

(1.) THIS Company Petition is preferred under Sections 391 to 394 of the Companies Act, 1956, for sanctioning the Scheme of Amalgamation of the Transferor Company, viz., Shasun Pharmaceuticals Limited, the petitioner herein with the Transferee Company, viz., Strides Arcolab Limited, which a public limited company, incorporated under the provisions of the Companies Act, 1956 and having its registered office at 201, Devavrata Sector -17, Vashi, Navi Mumbai - 400 703, Maharashtra, India, and their respective shareholders and creditors, with effect from 1st April 2015. Copy of the Memorandum and Articles of Association of the Petitioner/Transferor Company and the Copy of the Memorandum and Articles of Association of the Transferee Company are annexed as Annexure - B and Annexure - D respectively in the petition. Copy of the Scheme of Amalgamation is annexed as Annexure -G in the petition. Copy of the Amended Scheme of Amalgamation is annexed as Annexure -Q in the petition.

(2.) A perusal of the records shows that the petitioner has complied with the prescribed procedure. The copy of the board resolutions dated 29.09.2014 of the Board of Directors of the transferor company and the transferee company adopting the scheme of amalgamation are enclosed as Annexures -'H' & 'I' respectively to the petition.

(3.) THIS Court vide order dated 09.01.2015 in Company Application No. 33 of 2015 directed the convening of the meeting of the equity shareholders of the petitioner company to consider and approve the scheme. Accordingly, the meeting of the shareholders of the petitioner company was held on 12th March 2015. The said meeting was attended in person and by proxy by 81 equity shareholders of the petitioner company. In the said meeting 61 equity shareholders voted in favour of the scheme and 13 equity shareholders voted against the scheme and the votes of two equity shareholders was declared invalid. The Chairman's report on the meeting of the equity shareholders of the petitioner company, to that effect, is marked as Annexure -M. As per the Chairman's report, the scheme was approved by overwhelming majority.