JUDGMENT - Dr. CHANDRACHUD D.Y., J.:---In these proceedings an order passed by Justice D.K. Deshmukh on 7th February, 2003 by which the learned Judge sanctioned a scheme of Amalgamation of Parke-Davis (India) Ltd. with Pfizer Limited is called into question. By and as a result of the scheme of Amalgamation, the undertaking of Parke-Davis (India) Ltd., stands transferred and vested in Pfizer Ltd. pursuant to the provisions of section 394 of the Companies Act, 1956, as a going concern with effect from 1st December, 2001, the appointed date.

The Transferor Transferee:

2. Pfizer, the transferee, was incorporated on 21st November, 1950 under the Companies Act, 1913. The authorised capital of the company is Rs. 40 crores, while the issued capital is Rs. 23.44 crores. Pfizer engages in the business of the manufacture and sale of Bulk Drugs, Pharmaceutical formulations, Animal Health Products and Nutritional Supplements. Pfizer was incorporated inter alia with the object of carrying on the business of the manufacture of and of a dealer in pharmaceutical, medical, chemical, industrial, and other preparation and articles. Parke Davis, the transferor, was incorporated on 18th April, 1958. The

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