Cadila Healthcare gets Guj HC nod for merger of subsidiaries

Ahmedabad- based drug maker Cadila Healthcare Ltd has got approval from the Gujarat High Court for merger of its three wholly-owned subsidiaries, with itself.

Justice K M Thakar, early this week sanctioned the Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956, of Liva Healthcare Limited (LHL), Zydus Animal Health Limited (ZAHL) and Zydus Pharmaceuticals Limited (ZPL) with BSE-listed Cadila Healthcare Limited.

"Considering the entire facts and circumstances of the case and on perusal of the Scheme and the proceedings, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme is genuine and bonafide and in the interest of the shareholders and creditors. I, therefore, accordingly allow the Company Petitions and approve the Scheme. The Scheme is hereby sanctioned," the High Court stated in its order.

The board of directors of ZAHL, LHL and ZPL, at their respective meetings held in April this year, had approved amalgamation with Cadila Healthcare Ltd.

In terms of the scheme, ZAHL, LHL and ZPL will be amalgamated with the company followed by the dissolution without winding up of the subsidiaries.

Upon the scheme being effective, in consideration of the transfer and vesting of the undertakings of ZAHL, LHL and ZPL in Cadila Healthcare Ltd, all the equity shares issued by the transferor companies and held by the company and its nominees shall stand cancelled and extinguished.

Zydus Cadila group in year 2000 had created a strategic alliance with Ambalal Sarabhai Enterprises to integrate the animal healthcare business of both the group to create Sarabhai Zydus Animal Health Ltd.

Later in 2007, Cadila Healthcare acquired entire stake in the joint venture to make its wholly owned subsidiary ZAHL. In the same year the group acquired dermatology company Liva Healthcare.