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TMI Blog2021 (1) TMI 349X X X X Extracts X X X X X X X X Extracts X X X X ..... armaceutical Industries Limited. It has been pointed out that it is an Inbound merger of the foreign company with an Indian Company, as the Transferor Company is based at UAE. It has been further submitted that the said Transferor Company is the indirect wholly owned subsidiary of Sun Pharmaceutical Industries Limited, the Applicant Company herein. 2. The registered office of the Applicant Company is situated in the state of Gujarat, and hence it is under the jurisdiction of the National Company Law Tribunal, Bench at Ahmedabad. The Applicant Company is empowered by the Memorandum of Associations to enter into Scheme of Arrangement. Copies of Memorandum of Association of both the companies are placed on record. Similarly Audited Financial Statements of both the companies as on 31st March 2020 as well as unaudited financial results of the Applicant Transferee Company as on 30th September 2020 are placed on record. 3. Sun Pharma Global FZE, the Transferor Company is an indirect Wholly Owned Subsidiary of Sun Pharmaceutical Industries Limited, the Applicant Transferee Company. It is pointed out that the Scheme does not envisage any consideration for the transfer of the said ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nable the Transferee Company to consolidate its offering of branded products to its existing customer base across different therapies for various markets, both overseas as well as domestic. (iii) Reorganizing the legal entities in the group structure to ensure optimized corporate holding structure more aligned with the business requirements. (iv) The amalgamation will result in cost saving for the Transferor Company and the Transferee Company as they are engaged in the similar business activities. (v) Significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Company and the Transferee Company. (vi) The Boards of both these Companies believe that this merger will contribute to smooth integration of both the companies and would benefit the shareholders, employees and other stakeholders of the Transferor Company and the Transferee Company. 7. Since the entire Equity Share Capital of the Transferor Company is held indirectly by SPIL, the Applicant Transferee Company, no shares are required to be issued by the Transferee Company towards consideration. Further, the Circular No. CFD/DIL3/CIW201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hares shall be issued as consideration for the said transfer of the undertaking of the Transferor Company and the present Capital Structure of the Applicant Transferee Company shall not undergo any change. Rights and interest of the shareholders of the Applicant Transferee Company are not affected in any manner and no scheme is offered to them. In light of the same, prayer is made to dispense with the meeting of the Equity Shareholders of SPIL, the Applicant Transferee Company. (ii) It is further submitted that the Applicant Transferee Company has only sole Secured Creditor having total value of Secured Debt at ₹ 8.81 Crores as on 31st July 2020. The said Secured Creditor has already approved the proposed Scheme of Arrangement in form of a consent letter on affidavit and the same is placed on record and is duly confirmed by a certificate from the Chartered Accountant. The said consent affidavit and the certificate from C.A are placed on record as Annexure- 'Q and Q-1' . (iii) lt is further submitted that the Applicant Transferee Company has around 4000 Unsecured Creditors having total value of unsecured debt at ₹ 77,516 million as on 30th September ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sharjah is also placed on record. They are respectively annexed as Annexure- 'G', 'N' and 'O' 13. Having perused the entire material on record, and the submissions made therein, this Tribunal is not inclined to grant dispensation of meetings of Equity Shareholders and Unsecured Creditors of the Applicant Transferee Company, hence applicants directed to convene requisite meetings; as observed here under; (i) A meeting of the Equity Shareholders of SPIL, the Applicant Transferee Company shall be convened and held on Tuesday, 16th day of March 2021 at 3.15 p.m., for the purpose of considering and, if thought fit, approving the proposed Scheme of Arrangement, with or without modifications; (ii) Meeting of the Sole Secured Creditor of SPIL, the Applicant Transferee Company is hereby dispensed with in light of the written consent on affidavit from the said Secured Creditor having been placed on record. (iii) A meeting of the Unsecured Creditors of SPIL, the Applicant Transferee Company shall be convened and held on Tuesday, 16th day of March 2021 at 2.00 p.m., for the purpose of considering and, if thought fit, approving the proposed Scheme of Arra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , voting through Proxy shall not be permitted. However, voting through Authorized Representative is permitted. (viii) At least one month before the date of meetings, an advertisement about convening the aforesaid meetings of Equity Shareholders, and Unsecured Creditors of the Applicant Transferee Company; indicating the day, the date, the time and the details of modalities for the meeting through video conferencing as aforesaid, shall be published once in English Daily 'Financial Express' Ahmedabad Edition and Gujarati translation thereof in Gujarati daily 'Financial Express' Ahmedabad edition. The publication shall also indicate that the statement required to be furnished pursuant to Section 102 of the Act, read with Sections 230 and 232 of the Act can be obtained free of charge at the Registered Office of the Applicant Company or at the office of the Advocate, i.e. Mrs. Swati Saurabh Soparkar, 301, Shivalik-10, Opp. SBI Zonal Office, S.M. Road, Ambavadi, Ahmedabad 380 015 in accordance with second proviso to sub-section (3) of Section 230 and Rule 7 of the Companies (CAA) Rules, 2016. (ix) Shri Gautam Doshi, a Chartered Accountant and the Independent Dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ith as per Rule 12 of the Companies (CAA) Rules, 2016. (xiv) It is further ordered that the Chairman shall report to this Tribunal on the result of the said meetings in Form No CAA4, verified by his affidavit, as per Rule 14 of the Companies (CAA) Rules, 2016 within 30 (Thirty) days of the conclusion of the last of the meetings. 13. In compliance of sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, the Applicant Company shall send a Notice of meeting in Form No. CAA 3 with a copy of the Scheme of Arrangement, the Explanatory Statement and the disclosures mentioned under Rule 6 to (1) Central Government through the Regional Director, North Western Region, (2) the Registrar of Companies, Gujarat; and (3) the Income Tax Authorities; to (4) Reserve Bank of India; (5) BSE Limited (6) National Stock Exchange Limited as well as (7) Securities and Exchange Board of India; for the Applicant Transferee Company stating that representations, if any, to be made by them shall be made within a period of 30 (Thirty) days from the date of receipt of such notice, failing which it will be deemed that they have no objection to make on the proposed Scheme of Ar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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