Partly allowed

Gm Pharma Limited v. ---------------------------------------------

Bombay HC4 Jul 2008CP/355/2008

Case brief

AI extract

What is this about?

This order sanctions a scheme of amalgamation between GM Pharma Limited and Glenmark Generics Ltd. under the Companies Act, 1956. The Court found the scheme fair, reasonable, and non-contrary to public policy after statutory compliance was verified by the Regional Director and Official Liquidator.

What did the court decide?

Company Petition No.355 of 2008 and Company Petition No.356 of 2008 are made absolute in terms of their prayer clauses.

Gm Pharma Limited Vs… — Company and Corporate | Bombay HC (2008)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY PETITION NO.355 OF 2008
WITH
COMPANY APPLICATION NO.268 OF 2008

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GM PHARMA LIMITED..Petitioner

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WITH

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COMPANY PETITION NO.356 OF 2008
WITH
COMPANY APPLICATION NO.269 OF 2008

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GLENMARK GENERICS LTD.

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.. Petitioner

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Mr.Rajesh Shah i/b. Trilegal for
petitioners

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Mr.S.Ramakantha, Dy.O.L. in C.P.No.355 of 2008
Mr.C.J.Joy i/b. Mr.S.K.Mohapatra for R.D. in
both petitions.

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CORAM :S.C.DHARMADHIKARI, J.
DATE:4th July 2008

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P.C.

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.Heard learned Counsel for the parties.

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2.The sanction of the Court is sought under
sections 391 to 394 of the Companies Act, 1956 to
the Scheme of Amalgamation of GM PHARMA LIMITED
with GLENMARK GENERICS LTD.

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3.Counsel appearing on behalf of the
petitioners has stated that they have complied
with all requirements as per directions of this
Court and they have filed necessary affidavits of
compliance in the Court. However, petitioner
company also undertakes to comply with all
statutory requirements if any, as required under
the Companies Act, 1956 and the rules made
thereunder.

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4.The Regional Director has filed affidavit
stating therein that the scheme is not
prejudicial to the interest of creditors,
shareholders and public.

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5.The Official Liquidator has filed report

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in Company Petition No.355 of 2008 stating
therein that the affairs of the transferor
company have been conducted in a proper manner
and that the transferor company may be ordered to
be dissolved.

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6.Upon perusal of the entire material
placed on records, the Scheme appears to be fair
and reasonable and is not violative of any
provisions of law and is not contrary to any
public policy. None of the parties concerned has
come forward to oppose the scheme. Moreover, the
Regional Director has stated that the scheme as
proposed is not prejudicial to the interest of
shareholdes, creditors and the public and the
official liquidator has stated that the affairs
of the transferor company have been conducted in
a proper manner.

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7.There is no objection to the Scheme and
since all the requisite statutory compliances

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have been fulfilled, Company Petition No.355 of
2008 filed by the Transferor Company is made
absolute in terms of prayer clauses (a) to (j).
Company Petition No.356 of 2008 filed by the
Transferee Company is made absolute in terms of
prayer clause (a) to (j).

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8.The petitioner companies to lodge a copy
of this order and the Scheme with the concerned
Superintendent of Stamps for the purpose of
adjudication of stamp duty payable, if any, on
the same within 30 days of obtaining the
certified copy and/or an authenticated copy of
the order.

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9.The petitioners in all the Company

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Petitions to pay cost of Rs.5000/- each to the
Regional Director in all the petitions and to the
Official Liquidator by the petitioner in the
Company Petition No.355 of 2008 filed by the
Transferor Company. Costs to be paid within four

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weeks from today.

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10.Filing and issuance of the drawn up order
is dispensed with.

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11.All authorities to act on a copy of this
order along with Scheme duly authenticated by the
Company Registrar, High Court, Bombay.

Gm Pharma Limited v. ---------------------------------------------

Case brief

What is this about?

What did the court decide?

Gm Pharma Limited v. ---------------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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