Gujarat High Court
Cadila vs Respondent(S) on 23 October, 2008
Author: K.A.Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMP/24320/2008 8/ 8 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 243 of 2008
In
COMPANY
APPLICATION No. 450 of 2008
=========================================================
CADILA
HEALTHCARE LIMITED - Petitioner(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
SINGHI
& CO for
Petitioner(s) : 1,
MR HARIN RAVAL, ASSTT. SOLICITOR GENERAL for
the Regional Director for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 23/10/2008
ORAL
ORDER
The present Company Petition is filed for sanctioning the arrangement embodied in the composite scheme of arrangement between Carnation Nutra-Analogue Food Ltd., (hereinafter referred to as Carnation ) and Cadila Healthcare Ltd., (hereinafter referred to as the Petitioner Company or Cadila as the context may admit) and Zydus Hospital and Medical Research Private Ltd., (hereinafter referred to as ZHMRPL ) and their respective shareholders and creditors (hereinafter referred to as the Composite Scheme ). I have heard Mr. Mihir Thakore, Senior Advocate appearing for the petitioner. I have considered the contents of the petition and the totality reflected from the annexures annexed with the petition.
Earlier, by order dated 13th August, 2008 in Company Application No.450 of 2008 preferred by the petitioner Company, this Court directed the petitioner company to hold and convene the meetings of the equity shareholders and unsecured creditors for the purpose of considering, and if thought fit, approving, with or without modifications, the said composite scheme. The said meetings were directed to be convened at Thakorebhai Desai Hall, Near Law Garden, Ellisbridge, Ahmedabad 380 006, on 18th September, 2008 at 12:00 noon and 2:00 p.m. respectively. This Court in the said order dispensed with the meeting of the secured creditors of the petitioner Company, as all the secured creditors had given their written consent to the composite scheme. The Notice of the meeting was sent individually to the equity shareholders and unsecured creditors of the petitioner company. The notice of the meeting was also advertised in 'Indian Express' (Ahmedabad Edition) and 'Sandesh' (Ahmedabad Edition) both on 23rd August, 2008. Pursuant to the convening of the said meetings of equity shareholders and unsecured creditors, the composite scheme was approved with requisite majority at the meetings convened on 18th September, 2008. I have perused the report of the Chairman dated 19th September 2008 to the said effect.
By order dated 23th September, 2008, the present petition was admitted and the notice of hearing of petition was served on the Central Government through Regional Director, Department of Company Affairs and the Official Liquidator on 26th September, 2008. The notices were also ordered to be published in two newspapers. Pursuant to the same the affidavit of one Mr. Upen H. Shah, Company Secretary of the petitioner Company dated 30th day of September 2008 has been filed confirming the publication of the notice in two newspapers as directed and service of notice to the Regional Director and Official Liquidator.
An affidavit is filed by Shri R.K.Dalmia, Dy. Registrar of Companies on 17.10.2008 alongwith which a letter dated 16.10.2008 addressed by the Jt. Director (Legal) from the office of Regional Director, Mumbai, to the Registrar of Companies, is placed on record. Based on the said letter, Mr.Harin Raval, learned Asstt. Solicitor General submitted that an objection was raised to the effect that M/s.Cadila Healthcare Limited was inspected under Section 209A of the Companies Act, 1956. The proposed scheme of arrangement and amalgamation may be considered by the Court on its merits without diluting of the proposed legal action by the Ministry/ROC in this regard. Another objection was raised to the effect that the Companies may be directed to submit their latest financial statement before the Court at the time of hearing of the petition. One more objection was raised to the effect that both de-merger and resulting (carnation) companies are listed companies and hence they may be directed to submit the 'Fairness Opinion' from the Merchant Banker as required by SEBI press release PR/165/2008 dated 4.9.2008, if required.
So far as objections raised by the Regional Director are concerned, Mr. Mihir Thakore, learned Senior Advocate appearing with Mr.Sandip Singhi, for the petitioner has submitted that this Court has already taken the view in Company Petition Nos.131 of 2008 and 132 of 2008, wherein this Court has held that the fact of amalgamation will not give any immunity for past deeds and hence the proceedings that may be initiated under the provisions of the Act would not be affected by the present order of sanctioning the scheme of de-merger. So far as second objection is concerned, the Company has placed on record the latest financial statement as on 31.3.2008.
So far as last objection is concerned, Chartered Accountant's report dated 4.7.2008 as well as fairness opinion given by Collins Stewart Inga dated 22.10.2008 are produced on record. In the concluding para of the said report it is clearly stated that they have reviewed the methodology used by the Valuers for arriving at the fair valuation of the equity shares of Companies/ Division and also reviewed the working and underlining assumptions adopted to arrive at the values under each of the different approaches, for the purposes of recommending a ratio of entitlement/exchange. They have, therefore, given the opinion that the entitlement/exchange ratio recommended by Valuers is fair.
Therefore, in view of the above consideration, I hold that there are no grounds or circumstances to refuse the approval to the composite scheme of arrangement. On going through the composite scheme it appears that the requirement of the provisions of Section 391 to 394 of the Companies Act, 1956 are satisfied. The scheme is genuine and bonafide and in the interest of shareholders and creditors of the petitioner Company. I, therefore, allow this petition and approve the arrangement embodied in the composite scheme of arrangement. This composite scheme of arrangement is hereby sanctioned. Reliefs in terms of para 28(a) in Company Petition No.243 of 2008 is hereby granted.
The fees of learned Assistant Solicitor General of India is quantified at Rs.3500/- to be paid by the petitioner Company.
The Company Petition shall stand disposed off accordingly.
(K. A. PUJ, J.) kks Top