IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY PETITION No 78 of 1996
With
COMPANY PETITION NO. 79 OF 1996
COMPANY PETITION NO. 80 OF 1996
COMPANY PETITION NO. 81 OF 1996
COMPANY PETITION NO. 82 OF 1996
COMPANY PETITION NO. 83 OF 1996
AND
COMPANY PETITION NO. 84 OF 1996
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CADILA LABORATORIES P.LTD.
Versus
.
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Appearance:
MRS KALPANA K RAVAL for Petitioner
DS AFFI. NOT FILED for Respondent No. 1
MR. JAYANT PATEL,Ld. Addl. Central Standing Counsel
for Registrar of Companies.
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CORAM : MR.JUSTICE S.D.DAVE
Date of Order: 02/05/97
ORAL ORDER
Present orders shall govern the disposal of these
Seven Petitions.
These petitions have been filed by the Cadila
Group of Companies proposing a Scheme of Arrangement and
Amalgamation of Cadila Laboratories Limited, Cadila
Chemicals Limited, Cadila Antibiotics Limited, Cadila
Exports Limited, Cadila Veterinary Private Limited; with
Cadila Health Care Private Limited and Cadila
Pharmaceuticals Private Limited. In the aforesaid
schemes some of the assets and liabilities of Cadila
Laboratories Limited , and all the assets and liabilities
of Cadila Chemicals Limited, Cadila Antibiotics Limited,
Cadila Exports Limited and Cadila Veterinary Private
Limited (Transferor Companies) are to be merged with
Cadila Health Care Private Limited, and Cadila
Pharmaceuticals Private Limited (Transferee Companies).
By the order passed by this Court on 20th October 1995,
the holding of the meetings of the share holders and
creditors of the aforesaid Companies were dispensed with
and this Court allowed the scheme to be presented and
petitions to be filed without holding the aforesaid
meetings, taking into account the consent letters
produced along with the applications filed by the
respective Companies.
When the petitions were taken up for hearing
today, the learned counsel for the petitioners has placed
on record, certain proposed amendments which concern the
restriction on the use of the name ” Cadila ” and are
therefore part of the scheme of Reorganization. These
amendments are supported by the affidavits and are
accordingly allowed. Further, Schedule A to the Scheme
is taken on record.
As mentioned in the body of the petitions, the
scheme has been proposed to ensure that only some
operations remain with Cadila Laboratories Limited and
the remaining operations are merged in equal proportions
between the Transferee Companies, namely, Cadila Health
Care Limited and Cadila Pharmaceuticals Private Limited.
As a result of the scheme the business affairs are going
to the reorganized in such a manner that the two groups
in the management of the Companies are able to carry on
their activities in their own way. This will facilitate
efficient management and future growth and expansion of
the entire group of Companies.
After the order of this Court, petitions were
filed and as directed the same have been advertised in
the “Times of India” and “Sandesh”. Notices were issued
to the Central Government as also the Official Liquidator
in the case of Transferor Companies. The Official
Liquidator has filed his Report stating that the affairs
of the Transferor Companies have not been conducted in a
manner prejudicial to the public interest and further
that the Liquidator has no objection to the scheme in
question being sanctioned.
Learned counsel Mr. Jayant Patel, appearing for
the Regional Director, Western Region of the Company Law
Board, has produced on record the letter dated 23rd
September 1996 stating that, it has been decided not to
make any representation and that the petitions may be
left to be decided by this Court. Thus there is no
objection coming from the Government.
Upon a consideration of the entire facts and
circumstances of the case and upon a scrutiny of the
proposed Scheme, it is clear that the scheme is an
attempt at reorganization and restructuring the existing
operations of the Cadila Group of Companies which has
support of all concerned. The object is to vest the
movable and immovable properties under the orders of this
Court in accordance with the terms and conditions of the
scheme. As a result of the scheme being sectioned, the
share holders will be receiving the shares of the
Transferee Companies in accordance with the provisions of
the scheme.
In view of the above, the Scheme as proposed with
the amendments allowed today is sanctioned and the
petition is allowed in terms of prayer 38 (A), (B), (C),
and (D). The costs to be paid to the learned counsel
appearing for the Regional Directors is quantified at
Rs.2,500-00 in each of these petitions.
Petitions stand disposed of with the above said
orders.
DT: 2nd May 1997. ( S.D. Dave, J )