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TMI Blog2020 (10) TMI 120X X X X Extracts X X X X X X X X Extracts X X X X ..... cond Transferor Company/SPIPL) with Sanofi Healthcare India Private Limited (Transferee Company/SHIPL). 2. Learned Counsel for the Applicant Companies submits that the First Applicant/Transferor Company, inter alia, is in the business of manufacturing and distribution of Pharmaceuticals products, development of Pharmaceutical products and providing clinical trial and information technology services. The Second Applicant/Transferor Company, inter alia, is in the business of importing and distribution of vaccines in India. The Third Applicant/Transferee Company inter alia is in the business of manufacturing and selling vaccines and other pharmaceutical products. 3. A Meeting of the Equity Shareholders of the First Applicant/Transferor Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... IPL). 5. A Meeting of the Preference Shareholders of the Second Applicant/Transferor Company be convened and held on Monday, 10th August, 2020 at 11.30 AM through Video Conferencing if the current Covid-19 pandemic situation continues unabated and restriction on opening of private offices continues. However, if the private offices are allowed to be opened with full strength then the Meeting shall be held at Sanofi House, CTS-117B, L & T Business Park, Saki Vihar Road, Powai Mumbai - 400072, Maharashtra, India for the purpose of considering the proposed merger by absorption of Sanofi-Synthelabo (India) Private Limited(First Transferor Company/SSPL) and Sanofi Pasteur India Private Limited (Second Transferor Company/SPIPL) with Sanofi Health ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stered email address of the Equity Shareholders as per the records of the Applicant Companies. 8. In case meetings are held through videoconferencing or any other audio-visual means, then the same shall be recorded and the unedited raw footage shall be preserved for verification. 9. At least 30 clear days before the Meeting of the Equity Shareholders and the Preference Shareholders of the Applicant Companies to be held as aforesaid, a Notice convening the said Meeting, at the place, date and time aforesaid and stating that copies of the Scheme of Amalgamation and the statement required to be furnished pursuant to section 230 of the Companies Act, 2013 and that the form of Proxy can be obtained free of charge at the registered office of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nnapurna Das (DIN: 08634664), Director of the Second Applicant/Transferor Company is appointed as the Chairperson for the Meeting of Equity Shareholders and the Preference Shareholders of the Second Transferor Company respectively. The Scrutiniser for the Meetings shall be CS Yogesh Choudhary (Membership No. F8645), Proprietor of M/s. Y. C. & Co., Practising Company Secretary and his remuneration is fixed as ' 10,000/- per Meeting excluding taxes. 13. Mr. Rajasekar Narayanasamy (DIN: 02354436), Director failing him Dr. Varaprasad Reddy (DIN: 00196148), Director of the Third Applicant/Transferee Company is appointed as the Chairperson for the Meeting of Equity Shareholders of the Transferee Company. The Scrutiniser for the Meeting shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed by the person entitled to attend and vote at the Meeting(s), is filed with the Applicant Companies at its Registered Office, not later than, 48 hours before the aforesaid Meeting(s) as required under rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 18. The value and number of the shares of each member shall be in accordance with the books/register of the Applicant Companies and where the entries in the books/register are disputed, the Chairperson of the Meeting(s) shall determine the value for the purpose of the aforesaid Meeting(s) and his decision in that behalf would be final. 19. The Chairpersons of the Meeting(s) of all the Applicant Companies to report to this Tribunal, the result of the Meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies Act, 2013. The Bench hereby directs the Applicant Companies to issue Notice to all their Unsecured Creditors to whom the amount is due and payable, as on 31st March, 2020. The Notice shall be sent via Courier/Air Mail/Registered Post/Speed Post/Hand Delivery/Email as required under section 230(3) of the Companies Act 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Companies. It shall be the duty of the Applicant Companies to ensure that every creditor is put on notice as regards the present Scheme. 24. The Applicant Companies to serve the Notice upon - (i) the Regional Director (Western Region), Ministry of Corp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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