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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 ..... ) 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 Company be convened and held on Monday, 10th August, 2020 at 10.00 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 b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of Sanofi-Synthelabo (India) Private Limited(First Transferor Company/SSPL) and Sanofi Pasteur India Private Limited (Second Transferor Company/SPIPL) with Sanofi Healthcare India Private Limited (Transferee Company/SHIPL). 7. At least 30 clear days before the said 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, day, date and time aforesaid, together with a copy of the Scheme, a copy of the Explanatory Statement required to be sent under section 230 of the Companies Act, 2013 and the prescribed Form of Proxy, shall be sent by registered post or by air mail or by courier or by speed post or by hand delivery to each of the Equity Shareholders of the Applicant Companies at their respective registered or last known addresses or by e-mail to the registered 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 befo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xes. 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 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. 14. The Chairpersons appointed for the aforesaid Meeting(s) to issue the Notices of the Meeting(s) referred to above. The said Chairperson shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the Meeting(s), including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the Meeting(s) by any person(s). 15. The quorum for the aforesaid Meeting(s) of the Equity Shareholders and the Preference Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013. 16. In case if the Quorum as note ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ection 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013 as there is no compromise or Arrangement with the creditors and no sacrifice is called for. Hence, only meetings of the Equity Shareholders of the Transferor Companies and of the Transferee Company and the Preference Shareholders of the Second Applicant/Transferor Company are proposed to be held in accordance with the provisions of section 230(1)(b) of the Companies 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 Re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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