Partly allowed

Paramount Pharma Private Limited Vs

Bombay HC19 Oct 2012CSP/307/2012

Case brief

AI extract

What is this about?

The High Court made Petitions 305, 306, 307, and 308 of 2012 absolute regarding a composite scheme of amalgamation among pharmaceutical companies. The court accepted undertakings to comply with regulatory provisions and reserve styling, deeming the scheme fair and reasonable.

What did the court decide?

Company Scheme Petitions Nos. 305, 307, 308 made absolute under prayer clauses (a)-(d); Petitions Nos. 306, 309 made absolute under prayer clauses (a)-(c).

Paramount Pharma Private Limited Vs — Company and Corporate | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO. 305 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 218 OF 2012

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BMK LABORATORIES PRIVATE LIMITED

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…………Petitioner / Demerged / Transferor Company 1

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AND

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COMPANY SCHEME PETITION NO. 306 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 219 OF 2012

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CADEAU LABORATORIES PRIVATE LIMITED

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…………Petitioner / Resulting Company

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AND

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COMPANY SCHEME PETITION NO. 307 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 220 OF 2012

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PARAMOUNT PHARMA PRIVATE LIMITED

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…………Petitioner / Transferor Company 2

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AND

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COMPANY SCHEME PETITION NO. 308 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 221 OF 2012

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CAVAAL FININVEST PRIVATE LIMITED

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…………Petitioner / Transferor Company 3

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AND

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COMPANY SCHEME PETITION NO. 309 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 222 OF 2012

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PHL HOLDINGS PRIVATE LIMITED

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…………Petitioner / Transferee Company

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Sections 391 to 394 of the Companies Act , 1956;

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AND

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In the matter of Scheme of Amalgamation and Arrangement

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Between

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BMK Laboratories Private Limited (“the Demerged Company” or “Transferor Company 1”)

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And

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Cadeau Laboratories Private Limited (“the Resulting Company”)

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And

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Paramount Pharma Private Limited (“Transferor Company 2”)

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And

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Cavaal Fininvest Private Limited (“Transferor Company 3”) And

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PHL Holdings Private Limited (“Transferee Company”)

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And

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their respective shareholders

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Ms. Alpana Ghone, Counsel along with Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Petitioners.

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Mrs. R. N. Sutar, Asst. Official Liquidator, present in the Company Scheme Petition No. 305, 307 and 308 of 2012.

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Mr. C.J. Joy with Mr. G. Hariharan i/b Dr. T. C. Kaushik, for Regional Director in all the Petitions.

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CORAM: Anoop V. Mohta, J.

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DATE: 19^th October, 2012

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P.C. :-

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1.Heard learned counsel for the parties. No one else appeared.

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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 and Arrangement between BMK Laboratories Private Limited, the Demerged Company or the Transferor Company 1 and Cadeau Laboratories Private Limited, the Resulting Company and Paramount Pharma Private Limited, the Transferor Company 2 and Cavaal Fininvest Private Limited, the Transferor Company 3 and PHL Holdings Private Limited, the Transferee Company and their respective shareholders.

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3.Learned 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 with this Court. Moreover, Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted.

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4.The Regional Director has filed an affidavit dated 22/06/2012 stating that save and except as stated in paragraph 6 (a) and (b) of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 (a) and 6 (b) of the said Affidavit Regional Director has stated that:-

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6. That the Deponent further submits that,

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a) As per clause 3.5 of the part B of the scheme, Resulting Company (Cadeau) shall, if necessary and to the extent required, increase its Authorized Share Capital to facilitate issue of Preference Shares under this scheme. In this connection, the resulting Company (Cadeau) may be directed to comply with the provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filling of necessary forms with the Registrar of Companies

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after payment of necessary filing fee and stamp duty as applicable on the said forms.

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b) In clause 4.1.4 of Part B of the scheme, it is stated that the difference being the excess of net asset value of Contract Manufacturing Undertaking transferred to Resulting Company (Cadeau) and the face value of Preference Shares allotted under clause 3.1, after considering adjustment mentioned in Clause 4.1.3 of the Scheme would be recorded as General Reserve.

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Similarly in clause 7.4 of Part C of the Scheme, it is stated that the difference being the excess of Net Asset Value of the Transferor Companies transferred to and recorded by the Transferee Company (PHL Holdings) as per sub clause 5.1 of the scheme and the face value of the equity shares allotted as per Clause 6.2 of the Scheme, after considering the adjustments mentioned in sub clause 7.3 of the Scheme shall be credited to General Reserve of the Transferee Company (PHL Holdings).

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In this connection, it is submitted that the reserves arising out of the present composite Scheme of amalgamation and arrangement shall be styled as “Capital Reserve” instead of “General Reserve” by the Resulting Company (Cadeau) and the Transferee Company (PHL Holdings).

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5.In so far as observation made in paragraph 6(a) of the affidavit of the Regional Director is concerned, the Resulting/Petitioner Company has filed an affidavit dated 15/10/2012 and undertake to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted.

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6.In so far as observation made in paragraph 6(b) of the affidavit of the Regional Director is concerned, the Resulting/Transferee Companies have filed an affidavit dated 15/10/2012 and undertakes that on the Scheme becoming effective, the reserve arising out of the present composite scheme of amalgamation and arrangement will be styled as

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"Capital Reserve" instead of General Reserve. The said undertaking is accepted.

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7.The Regional Director has filed further affidavit dated 17/10/2012 stating that since the Petitioner Companies have undertaken to comply with the observation of the Regional Director and hence, the Scheme is not prejudicial to the interest of shareholders and public.

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8.The Official Liquidator has filed his report dated 11/09/2012 in Company Scheme Petition No. 305, 307 and 308 of 2012 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved by this Court.

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9.From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme in the Court.

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10.Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 305, 307 and 308 of 2012 are made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition Nos. 306 and 309 of 2012 are made absolute in terms of prayer clauses (a) to (c).

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11.The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court (O.S.), Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of this Order.

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Petitioners are directed to file a copy of this order along with a copy of the Scheme of Amalgamation and Arrangement with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry.

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13.The Petitioner Companies in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in Company Scheme Petition No. 305, 307 and 308 of 2012 to pay cost of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order.

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

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15.All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, (O. S.), Bombay.

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(Anoop V. Mohta, J.)

Paramount Pharma Private Limited Vs

Case brief

What is this about?

What did the court decide?

Paramount Pharma Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Cases cited

Statutes considered

Parties & counsel

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