TaxTMI 
TaxTMI 
2021 (1) TMI 349
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.... 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 undertaking of the Transferor Company and merger of the Transfer Company either by issue of shares or in cash. 4. Sun Pharmaceutical Industries Limited, the Applicant Transferee Company is a listed public limited company and its equity shares are listed at BSE Limited and National Stock Exchange of India Limited. The said Applica....
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.... 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/CIW2017/21 dated 10th Day of March, 2017 issued by SEBI is not applicable to the Scheme, since the Scheme solely provides for merger of a wholly owned subsidiary with the parent company and in view of the aforesaid, SPIL is not required to undertake any valuation. 8. The proposed Scheme of Arrangement w....
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....pany 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 Rs. 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 Rs. 77,516 million as on 30th September 2020, as certified by the Chartered Accountant, a copy of the certificate, certifying the number of unsecured creditors is annexed as Annexure R (page 477) to the application. It has been submitted that the Applicant Transferee Company has a very high positive Net ....
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....etings 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 Arrangement, with or without modifications; (iv) In view of the current pandemic situation, both the meetings of Equity Shareholders and Unsecured Creditors of SPIL, the Applicant Transferee Company may be convened and conducted through video conferenci....
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....y 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 Director of the Applicant Transferee Company, and failing him, Mr. Gaurang Parikh, an independent practicing Chartered Accountant and Partner of Gaurang Parikh, Chartered Accountant, are hereby appointed as Chairman of the said m....