TaxTMI 
TaxTMI 
2020 (10) TMI 120
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.... 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 by absorption 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)). 4. A Meeting of the Equity Shareholders of the Second Applicant/Transferor Company be convened and held on Monday, 10th August, 2020 at 11.....
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.... 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 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 ....
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....tor 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 noted above is not present at the Meeting(s), then the Meeting(s) shall be adjourned by half an hour, and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of quorum valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the persons entitled to attend and vote at the Meeti....
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....cant/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 Region), Ministry of Corporate Affairs, Mumbai, (ii) Registrar of Companies, Maharashtra, Mumbai, (iii) the Income Tax Authority within whose jurisdiction the Applicant Companies are assessed to tax, clearly indicating the PAN of the company concerned, (iv) the Reserve Bank of India; and (v) the Department of Pharmaceuticals, Govt. of India, Shastri Bhawan....