RENUKA DATLA Vs. DUPHAR INTERFAN LIMITED

JUDGEMENT

(1.) ADMIT . Notice made returnable forthwith. Dr.Tulzapurkar , learned Counsel, waives service for the Respondent. By consent, Appeal called out and heard.

(2.) THIS Appeal is directed against the order of the learned Company Judge rejecting the application for opposing the Scheme of demerger put forward for sanction under Section 391 to 394 of the Companies Act.

(3.) THE Company known as Duphar Interfran Limited (The Transferor) (hereinafter referred to as "DIL") was incorporated on 1st May 1991. The Company known as Duphar Pharma India Limited (The Transferee) (hereinafter referred to as "DPIL") was incorporated on 24th January 2000. A Scheme was formulated for demerger of the Pharmaceutical Division and transfer of DIL thereof to DPIL. The Scheme envisaged the transfer of the Pharmaceutical business carried on by DIL together with all assets, liabilities to the transferee company, i.e. DPIL, with effect from 1st April 2000. The Scheme provides that, upon the Scheme coming into effect, and in consideration of demerger and transfer of the pharmaceutical Division in favour of DPIL, DPIL shall issue or allot to each member of DIL whose name appears on the register of members of DIL as on the Record Date, two equity shares of DPIL of the face value of Rs.10 each credited as fully paid up for every one fully paid equity share of face value of Rs.10 each held by such member in DIL. Clause 5.8 of the Scheme is important and reads as under :