2016 (12) TMI 628

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.... 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 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 produc....

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....ry 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. (i) That the Deponent further submits that the Tax issues, if any, arising out of the scheme shall be subject to final decision of Income Tax Authority and the approval of t....

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....l 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 the Affidavit of the Regional Director is concerned, the Petitioner Companies through their Counsel submit that Petitioner Companies undertake to comply with the provisi....