SPS PHARMA LIMITED Vs. STATE

JUDGEMENT

(1.) These petitions are filed by SPS Pharama Ltd. (transferor company) and Targ of Pure Drugs Ltd. (transferee company) for approval of amalgamation of the former with the latter. Both the companies are formed for the purpose for manufacture and sale of bulk drugs and pharmaceutical formulations. The former is proposed to be amalgamated with the latter so that combined operation may be carried out more efficiently, economically leading to wider capital base. As per the scheme, from the effective date Ma 8/03/1995, all debts and liabilities, duties and obligations of the transferor company stand transferred to the transferee company. All the officers and employees of the transferor company shall be deemed to have become officers and employees of the transferee company.

(2.) Accordingly, meetings of the shareholders of the two companies were directed to be conducted. The chairpersons have filed reports stating that the scheme has been approved by the shareholders of the two companies. The proposed scheme was published in the newspapers both before convening of the meeting and after approval of the shareholders. Notices have been issued to the official liquidator and the Registrar of Companies. The official liquidator has filed a report stating that there is no objection for the proposed amalgamation and that the contention of the companies that the sale deed is not necessary, is not free from doubt.

(3.) The Registrar of Companies filed a counter stating that as it is out-right purchase of the transferor company for cash, it does not come under compromise or arrangement and hence the petitions are not maintainable.