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In Re : Genzyme India Private Limited, Merial India Private Limited., Sanofi-Synthelabo (India) Pvt. Ltd.

2016 (12) TMI 628 - BOMBAY HIGH COURT

Scheme of Amalgamation - Held that:- Scheme appears to be fair and reasonable and does not appear to be violative of any provisions of law or contrary to public policy. - Since all the requisite statutory compliances have been fulfilled, scheme is hereby allowed. - Company Scheme Petition No. 330, 331, 332 of 2016, Company Summons For Direction No. 272, 273, 274 of 2016 - Dated:- 29-11-2016 - S. C. Gupte, J. Mrs. Alpana Ghone along with Mr. Arvind Talgaonkar i/b. M/s. Crawford Bayley & C .....

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pany) 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 Act, 2013). 3. The Learned Counsel for the Petitioners states that both the Petitioner Companies were carrying on the business of manufacture and marketing of pharmaceutical prod .....

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rces, strengthen its financial position and ability to raise resources for conducting business, achieve synergies in business activities, further development and growth of the business. 5. The Board of Directors of Petitioner Companies have approved the said Scheme of Amalgamation by passing resolutions which are annexed to the respective Company Scheme Petitions. 6. The Learned Counsel for the Petitioners further states that, Petitioner Companies have complied with all the directions passed in .....

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ments, 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 .....

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ave not mentioned about the state of employees of transferor companies in the scheme. (iii) Deponent to state that the shareholders of the petitioner companies foreigners and or foreign body corporates as per the report of ROC and the documents submitted by the petitioner companies. Therefore the Deponent prays that the Hon ble Court may direct the petitioner company to undertake to comply with the provisions of the RBI Act, FEMA, read with relevant rules, guidelines etc. (iv) Petitioner in clau .....

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urt will not deter 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 D .....

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may be applicable. 12. Insofar as the observation made in paragraphs 6 (iv) of the Affidavit of the Regional Director is concerned, the Shareholders of the Transferor Companies have consented to the Scheme being sanctioned. In view of such consent, rights of the Shareholders of Transferor Companies are protected. 13. The Learned Counsel for Regional Director on instructions of Mrs. P. Sheela, Joint Director-Legal in the office of the Regional Director, Ministry of Corporate Affairs, Western Reg .....

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