TMI Blog1987 (8) TMI 371X X X X Extracts X X X X X X X X Extracts X X X X ..... Under this scheme, all assets, machinery and equipment as described in the scheme as also leasehold and tenancy rights in the premises occupied by the drug undertaking, permits, quota rights, industrial and other licences relating to the drugs which are being manufactured at the said drug undertaking at Ghatkopar as also all privileges, rights and benefits in relation thereto are being transferred to John Wyeth (India) Ltd. Geoffrey Manners and Co. Ltd. held 60 per cent. of shares in John Wyeth (India) Ltd. It is the case of both the companies that until now, at the said drug undertaking, Geoffrey Manners and Co. Ltd. were manufacturing various drugs for John Wyeth (India) Ltd. Now, the said drug undertaking is being transferred to John Wye ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... int under the Maharashtra Recognition of Trade Unions and Prevention of Unfair Labour Practices Act, before the Industrial Court at Bombay, complaining about the said compulsory transfer on various grounds which are set out in their complaint. The complaint is numbered as complaint ULP No. 649 of 1987. In this connection, Mr. J. B. Chinai, who appears for John Wyeth (India) Ltd., has given a summary of the results of the said company from the years 1973-74 up to 1986-87. It seems that from 1973-74 till 1982-83, John Wyeth and Brothers Ltd. (India branch) were carrying on business in India. Throughout this period, this company made profits ranging from 36.97 lakhs per year to Rs. 15.21 lakhs per year. Only in the year 1982-83, the said com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a sum of about Rs. 87 lakhs. There is, therefore, some substance in this grievance which is made by the workmen. Mr. Chinoi, on behalf of both the companies, states that under the scheme, there is no desire to compulsorily transfer the workmen engaged in the drug undertaking to John Wyeth (India) Ltd. He submits that under the scheme, protection is given to those employees of the drug undertaking who wish to join John Wyeth (India) Ltd., under clause 9( a ) of the scheme which is as follows: "9(a) JWIL undertakes to engage on and from the effective date all permanent employees of GM engaged in the drug activity of GM at their factory at Ghatkopar, Bombay, and also at their offices at Veer Savarkar Marg, Bombay, and at Udyog Bhavan, Ball ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny to another. Mr. Chinoy, on behalf of both the companies, is agreeable that the scheme should be modified so that the workers of the drug undertaking are not thus transferred. The scheme is, therefore, by consent of both the companies and their directors, hereby modified in pursuance of the provisions of clause 14 of the scheme as also under section 392 of the Companies Act so as to exclude from the definition of "drug undertaking" sub-clause ( c ) in clause (1). Sub-clause 1( c ) is deleted from the scheme. Further, under the scheme, the employees who are engaged in the drug undertaking as covered by the description given in the original sub-clause 1( c ) shall have the option to join John Wyeth (India) Limited if they so desire. The o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out of a subscribed and issued capital of 28,80,000 shares voted in favour of the scheme. None else was present or voted against it. At the meeting of shareholders of John Wyeth (India) Ltd., votes were cast in favour of the scheme by the shareholders holding the entire issued and subscribed shareholding of 3,00,000 shares in the company. It should also be remembered that only one of the undertakings of the transferor company is being transferred to the transferee company. The Regional Director has pointed out that John Wyeth (India) Ltd. incurred a loss of Rs. 32 lakhs in 1984-85. The fact that for the year ending October 31, 1985, M/s. John Wyeth (India) Ltd. showed a loss of about Rs. 32 lakhs cannot be taken in isolation. It has to b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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