IN RE Vs. NICHOLAS PIRAMAL INDIA LIMITED

JUDGEMENT

(1.) Petitioner herein is Nicholas Piramal India Limited, a company having its registered office at 100, Centre Point, Dr. Ambedkar Road, Parel, Mumbai (for short "npil and/or "transferee company") has filed the present company petition to obtain sanction of the Court to the arrangement embodied in the Scheme of Amalgamation (for short "scheme") with Canere Actives and Fine Chemicals Private Limited (for short "canere" and/or transferror company") and whereby the undertaking of Canere shall, with effect from 1st October, 2003, the appointed date in terms of the scheme of Arrangement, stand transferred to and be vested in the NPIL as going concern without any further act, deed, pursuant to section 394 of the Companies Act, 1956 (for short "companies Act").

(2.) The petitioner-company is a public Limited Company, having its authorised, issued, subscribed and paid-up capital as under : authorised (Rs. ) 5,00,00,000 Equity Shares of Rs. 10 each 50,00,00,000 15,00,000 Preference Shares of Rs. 10 each 15,00,00,000 1,00,00,000 Unclassified Shares of Rs. 10 each 10,00,00,000 total 75,00,00,000 issued, Subscribed and Paid up 3,80,03,201 Equity Shares of Rs. 10 each 38,00,32,010 15,00,000 Non Cumulative Redeemable Preference Shares of Rs. 100 each 15,00,00,000 53,00,32,010 the latest audited accounts and balance sheet for the year ended 31 st March, 2003, as well as, unaudited financial results for the quarter ended 30th September, 2003, and for the third quarter ended 31st December, 2003, subject to review by the petitioners statutory orders is also part of the record.

(3.) The Equity Shares of the petitioner company are listed on the Stock Exchange at Mumbai and Ahmedabad and also the National Stock Exchange. The preference shares of the petitioner-company are not listed on any of the Stock Exchanges. As per Clause 5.1 of the Scheme, NPIL will have to take steps for listing of the preference shares.