IN RE, PARKE-DAVIS (INDIA) LTD. Vs. STATE

JUDGEMENT

(1.) This petition has been filed under Sections 391 to 394 of the Companies Act by the petitioners, i.e., Parke-Davis (India) Ltd., a company incorporated under the Companies Act. It has been filed for obtaining sanction of this court to the scheme of amalgamation of the petitioner-company, hereinafter referred to as the transferor company, with Pfizer Ltd., which also is a company incorporated under the Companies Act, hereinafter referred to as the transferee company, with effect from the appointed date. It is stated in the petition that with effect from the appointed date, all the debts, liabilities, duties and obligations of the transferor company shall stand transferred to the transferee company. It is further stated that all legal and other proceedings by or against the transferor company pending on the appointed date shall be continued and be enforced by or against the transferee company. It is further stated that all the employees of the transferor company who are in service on the date immediately preceding the effective date shall become the employees of the transferee company and they will be treated to be in continuous service. The terms and conditions of the employment after transfer shall not in any case be less favourable than those applicable before the appointed date. It is further stated that on the scheme becoming effective, the transferee company shall allot four equity shares of Rs. 10 each to every equity shareholder of the transferor company for every nine equity shares of Rs. 10 each held by the shareholder in the transferor company. It is further stated that this share exchange ratio has been worked out by M/s. N.M. Raiji and Co. and M/s. S.B. Billimoria and Co. and this was accepted by the board of directors of the transferor company and the transferee company. It is further stated that by an order dated July 4, 2002, the transferor company was directed by this court to convene on August 21, 2002, a meeting of the equity shareholders for the purpose of considering and if thought fit approving the scheme. Shri R.A. Shah was appointed as chairman of the said meeting. It is stated that accordingly, the meeting was held on August 21, 2002, which was attended by 114 equity shareholders of the transferor company, representing 55,47,032 equity shares of Rs. 10 each. When the result approving the scheme was put to vote by poll, 53 equity shareholders holding in the aggregate of 55,43,479 equity shares of Rs. 10 each voted in favour of the scheme and 46 equity shareholders voted against the scheme, 15 votes cast were found to be invalid.

(2.) To this petition, the following persons claiming to be the shareholders of the transferor company have raised objection :

(3.) At the hearing of the petition, I have heard learned counsel appearing for the petitioners. On behalf of the objectors, arguments were advanced by Shri Lakhani and by Shri Janak Mathuradas. The principal objections that were raised on behalf of the objectors are :