TMI Blog2016 (12) TMI 628X X X X Extracts X X X X X X X X Extracts X X X X ..... etitions 330 331 of 2016. Mr. Shivaraj Patil i/b. Mr. Pankaj Kapoor for Regional Director in all the Petitions ORDER P. C. 1. Heard counsel for the parties. No objector has come before the court to oppose the Scheme of Amalgamation and to contravene any averments made in the Petitions. 2. The sanction of the Court is sought to the Scheme of Amalgamation of Genzyme India Private Limited (First Transferor Company) and Merial India Private Limited (Second Transferor Company) with Sanofi - Synthelabo (India) Private Limited (Transferee Company) and their respective Shareholders and Creditors, under Sections 391 to 394 of the Companies Act, 1956 (Or reenactment Thereof upon Effectiveness of Relevant Provisions of the Companies A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is Hon ble Court and that the Petitioners have filed necessary Affidavits of compliance in this Hon ble Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956/2013 and the Rules made thereunder whichever is applicable. The said Undertaking is accepted. 8. The Regional Director has filed an Affidavit on 17th November, 2016 stating therein that save and except as stated in paragraphs 6. (i), (ii), (iii) and (iv) it appears according to the Regional Director that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6. (i), (ii), (iii) and (iv) of the affidavit, the Regional Director has stated as under: 6. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Income-tax Authority to scrutinise the tax returns filed by the Petitioner Companies after giving effect to the Scheme and all issues arising out of the Scheme will be met and answered in accordance with the applicable law. 10. Insofar as the observation made in paragraph 6 (ii) of the Affidavit of the Regional Director is concerned, the Petitioner Companies through their Counsel submit that the Transferor Companies have no employees. Each of the Transferor Companies has Directors who look after the management and affairs of the Transferor Companies. Therefore the question of mentioning about the state of employees of Transferor Companies in the scheme does not arise. 11. Insofar as the observation made in paragraphs 6 (iii) of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erms of prayer clauses (a), (b) and (d), respectively and Company Scheme Petition No. 332 of 2016 are made absolute in terms of prayer clauses (a) and (c). 17. The Petitioner Companies to lodge a copy of this order and Scheme duly authenticated by the Company Registrar, High Court (O.S.), Mumbai, 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 issuance of the order by the Registry. 18. The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-form INC-28, in addition to physical copy as per the provisions of the Act. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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