DINESH VRAJLAL LAKHANI Vs. PARKE DAVIS LIMITED

JUDGEMENT

(1.) IN these proceedings an order passed by justice O. K. Deshmukh on 7th February, 2003 by which the learned Judge sanctioned a scheme of Amalgamation of Parke-Davis (India) Ltd. with Pfizer limited is called into question. By and as a result of the scheme of amalgamation, the undertaking of Parke-Davis (India) Ltd. , stands transferred and vested in Pfizer Ltd. pursuant to the provisions of section 394 of the companies Act, 1956, as a going concern with effect from 1/12/2001, the appointed date. The Transferor and Transferee:

(2.) PFIZER, the transferee, was incorporated on 21/11/1950 under the Companies Act, 1913. The authorised capital of the company is Rs. 40 crores, while the issued capital is Rs. 23. 44 crores. Pfizer engages in the business of the manufacture and sale of Bulk Drugs, Pharmaceutical formulations, Animal Health Products and Nutritional Supplements. Pfizer was incorporated inter alia with the object of carrying on the business of the manufacture of and of a dealer in pharmaceutical, medical, chemical, industrial, and other preparation and articles. Parke Davis, the transferor, was incorporated on 18/04/1958. The authorised share capital of the transferor is rs. 15 crores while its issued subscribed and paid up share capital is Rs. 12. 05 crores. The main objects for which the Transferor was incorporated were inter alia to manufacture, refine, import, export, buy, sell and deal in drugs, medicines and chemicals, pharmaceutical, herbal, bacteriological and biological products and the preparation of all kinds of toilet articles and cosmetic articles: the rationale for the Scheme:

(3.) THE Sheme of Amalgamation was proposed and came to be approved by the Boards of Directors of the Transferor and Transferee in separate meetings held on 27th June 2002. Amongst the benefits of the amalgamation that have been cited before the Court are these :