Bombay High Court
Genzyme India Pvt. Ltd vs - on 29 November, 2016
Bench: S.C. Gupte
1
IN THE HIGH COURT OF JUDICATURE AT MUMBAI
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SCHEME PETITION NO. 330 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 272 OF 2016
Genzyme India Private Limited.... Petitioner /First Transferor Company
AND
COMPANY SCHEME PETITION NO. 331 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 273 OF 2016
Merial India Private Limited.... Petitioner /Second Transferor Company
ig AND
COMPANY SCHEME PETITION NO. 332 OF 2016
CONNECTED WITH
COMPANY SUMMONS FOR DIRECTION NO. 274 OF 2016
Sanofi-Synthelabo (India) Pvt. Ltd.... Petitioner /Transferee Company
In the matter of the Companies Act of 1956 (Or re-
enactment Thereof upon Effectiveness of Relevant
Provisions of the Companies Act, 2013);
AND
In the matter of Sections 391 to 394 of the
Companies Act, 1956 (Or re-enactment Thereof upon
Effectiveness of Relevant Provisions of the
Companies Act, 2013);
AND
IN THE MATTER of 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.
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Called for hearing:
Mrs. Alpana Ghone along with Mr. Arvind Talgaonkar i/b.
M/s. Crawford Bayley & Co., Advocate for the Petitioners in
all the Petitions.
Mr. Vinod Sharma, Official Liquidator, present in Petitions
330 & 331 of 2016.
Mr. Shivaraj Patil i/b. Mr. Pankaj Kapoor for Regional
Director in all the Petitions.
CORAM: S. C. Gupte J.
DATE: 29th November, 2016
PC:
1.
Heard counsel for the parties. No objector has come
before the
court to oppose
Amalgamation and to contravene any averments made
the Scheme of
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 re-
enactment 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 products, whereas the Transferee
Company is presently carrying on the business of
manufacture and marketing of pharmaceutical and
animal health products.
4. The Learned Counsel for the Petitioners states that as
the Transferor Companies are the group companies of
the Transferee Company and the Amalgamation will
enable the Transferee Company to carry on and
conduct its business more efficiently and
advantageously with better economies of scale, more
productive and optimum utilisation of various
resources, strengthen its financial position and ability
to raise resources for conducting business, achieve
synergies in business activities, further development
and growth of the business.
5. The Board of Directors of Petitioner Companies have
approved the said Scheme of Amalgamation by passing
resolutions which are annexed to the respective
Company Scheme Petitions.
6. The Learned Counsel for the Petitioners further states
that, Petitioner Companies have complied with all the
directions passed in Company Summons for Direction
and that the Company Scheme Petitions have been
filed in consonance with the orders passed in
respective Summons for Directions.
7. The Learned Counsel appearing on behalf of the
Petitioners states that the Petitioners have complied
with all requirements as per directions of this Hon'ble
Court and that the Petitioners have filed necessary
Affidavits of compliance in this Hon'ble Court.
Moreover, the Petitioner Companies undertake to
comply with all statutory 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 the scheme by the Hon'ble
High Court may not deter the Income Tax
Authority to scrutinise the returns filed by the
Petitioner Companies after giving effect to the
amalgamation. The decision of the Income Tax
Authority is binding on the Petitioner Companies.
(ii) Petitioner Companies have not mentioned about
the state of employees of transferor companies in
the scheme.
(iii) Deponent to state that the shareholders of the
petitioner companies foreigners and or foreign
body corporates as per the report of ROC and the
documents submitted by the petitioner
companies. Therefore the Deponent prays that
the Hon'ble Court may direct the petitioner
company to undertake to comply with the
provisions of the RBI Act, FEMA, read with
relevant rules, guidelines etc.
(iv) Petitioner in clause 7 of the scheme inter alia has
mentioned regarding share exchange ratio that
any fraction which is less than half being
ignored and a fraction exceeding half considered
as one full share in the Transferee Company.
Deponent prays that the Hon'ble Court may pass
such orders in the interest of the shareholders.
9. Insofar as the observation made in paragraph 6 (i) of
the Affidavit of the Regional Director is concerned, the
Petitioner Companies clarifies that the approval of the
Scheme by this Court will not deter the Income-tax
Authority to scrutinise the tax returns filed by the
Petitioner Companies after giving effect to the Scheme
and all issues arising out of the Scheme will 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 provisions of the RBI Act, FEMA, read with
relevant rules, guidelines etc. as may be applicable.
12. Insofar as the observation made in paragraphs 6 (iv) of
the Affidavit of the Regional Director is concerned, the
Shareholders of the Transferor Companies have
consented to the Scheme being sanctioned. In view of
such consent, rights of the Shareholders of Transferor
Companies are protected.
13. The Learned Counsel for Regional Director on
instructions of Mrs. P. Sheela, Joint Director-Legal in
the office of the Regional Director, Ministry of
Corporate Affairs, Western Region, Mumbai states that
they are satisfied with the undertakings given by the
Petitioners. The above undertakings are accepted.
14. The Official Liquidator has filed his report on 1st
October, 2016 in Company Scheme Petition Nos. 330
& 331 of 2016 respectively stating that the affairs of
the Transferor Companies have been conducted in a
proper manner and that the Transferor Companies
may be ordered to be dissolved without winding up.
15. From the material on record, the Scheme appears to
be fair and reasonable and does not appear to be
violative of any provisions of law or contrary to public
policy.
16. Since all the requisite statutory compliances have been
fulfilled, Company Scheme Petition No. 330 and 331 of
2016 are made absolute in terms of prayer clauses (a),
(b) and (d), respectively and Company Scheme Petition
No. 332 of 2016 are made absolute in terms of prayer
clauses (a) and (c).
17. The Petitioner Companies to lodge a copy of this order
and Scheme duly authenticated by the Company
Registrar, High Court (O.S.), Mumbai, with the
concerned Superintendent of Stamps, for the purpose
of adjudication of stamp duty payable, if any, on the
same within 60 days from the date of issuance of the
order by the Registry.
18. The Petitioner Companies are directed to file a copy of
this order along with a copy of the Scheme with the
concerned Registrar of Companies, electronically,
along with E-form INC-28, in addition to physical copy
as per the provisions of the Act.
19. The Petitioners in all the Petitions to pay costs of
INRs.10,000/- each to the Regional Director, Western
Region, Mumbai, and the Petitioners in Company
Scheme Petition No. 330 and 331 of 2016 to pay cost
of INRs.10,000/- each to the Official Liquidator, High
Court, Mumbai. Costs to be paid within four weeks
from the date of the order.
20. Filing and issuance of the drawn up order is dispensed
with.
21. All the concerned regulatory authorities to act on a
copy of this order along with the Scheme duly
authenticated by the Company Registrar, High Court
(O. S.), Mumbai.
(S. C. Gupte J.)
CERTIFICATE
I certify that this Order uploaded is a true and correct copy of original
signed order.
Uploaded by: Shankar Gawde, Stenographer.
