GERMAN REMEDIES Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) THE petitioner is a company incorporated and registered under the Indian Companies Act, 1913 and deemed to be an existing company within the meaning of the Companies Act, 1956. Three other companies namely Recon Health Care Limited, Zydus Pathline Limited and Zoom Properties Limited along with the petitioner are proposed to be amalgamated and merged with Cadilla Healthcare Limited (hereinafter referred to as the transferee company") under a common scheme of arrangement (hereinafter referred to as "the scheme" ). On a petition filed by Zydus Pathline Limited one of the transferor companies having registered office in the State of Gujrat, bearing Company Petition No. 28 of 2003, the High Gourt of Gujrat has approved and sanctioned the scheme. Similarly in Company Petition No. 61 of 2003 filed by Cadila Healthcare Ltd. the transferee company having its registered office in the State of Gujrat, the High Court of Gujrat has approved and sanctioned the scheme. The registered office of the petitioner company is situated at Mumbai within the jurisdiction of this Court and hence, it has sought approval of the scheme of its merger into the transferee company.

(2.) IN pursuance of the summons for directions (Company Application No. 75 of 2003) filed by the petitioner, this Court directed that meeting of the equity share holders of the petitioner company should be convened on 13th march, 2003 for ththe purpose of considering and if thought fit approving, with or without modifications, the scheme of arrangement of amalgamation of the petitioner company along with three other companies mentioned above with the transferee company. By the same order dated 7th February, 2003, this Court dispensed with the holding of the meetings of the secured or unsecured creditors of the transferor company for the reasons stated in para 11 of the said order.

(3.) IN pursuance of the directions dated 7th February, 2003, a meeting of the equity share holders of the petitioner company was held on 13th March, 2003. 266 persons being equity share holders, their authorised representatives and proxies attended the meeting. 15 equity share holders did not vote. Out of 251 share holders who cast their votes. 219 share holders voted in favour while 17 voted against. Votes of 15 share holders were rejected as invalid. Out of total number of 63,84,008 votes cast at the meeting. 63,82,306 votes were cast in favour of the resolution and 1,068 votes were cast against the resolution while 634 votes were declared invalid. Thus, the resolution approving the scheme was passed by an overwhelming majority of more than 90% in number and 99% in value of the equity shareholders present and voting.