IN RE Vs. SUN PHARMACEUTICAL INDUSTRIES LTD

JUDGEMENT

(1.) This Application is filed by Sun Pharmaceutical Industries Limited, the Applicant Transferee Company under Sections 230 to 232 read with Section 234 of the Companies Act, 2013 (hereinafter referred to as 'the Acf) read with Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 (hereinafter referred to as 'the rules'). The Scheme of Arrangement is in the nature of De-merger of the Specified Undertaking of Sun Pharma Global FZE, the Demerged/Transferor Company to the Applicant Transferee Company.

(2.) The registered office of the Applicant Company is situated in F B Vadodara in the state of Gujarat, and is under the jurisdiction of 1 the National Company Law Tribunal, Bench at Ahmedabad. It has been submitted that the Transferor Company is situated in Sharjah, UAE. It has been further submitted that the Scheme of Arrangement between a foreign company and an Indian company is envisaged under Section 234 of the Companies Act.

(3.) The Applicant Transferee Company is a listed public limited company and the shares are listed at BSE Ltd and National Stock Exchange of India Limited. The Transferor Company is an unlisted company and an indirect Wholly Owned Subsidiary of the Transferee Company. The Transferor Company viz. Sun r Pharma Global, FZE is a wholly owned subsidiary of Sun Pharma Holdings, Mauritius, which in turn is a Wholly Owned subsidiary of the Applicant Transferee Company. It has been therefore submitted that the Scheme does not involve any consideration in form of issue of shares or otherwise. The Applicant Company had submitted the Scheme to the aforesaid r stock exchanges for the requisite approval. However, in light of the SEBI Circular No. CFD/DIL3/CIR/2018/2 dated 3^ January 2018, both the stock exchanges have confirmed that it is sufficient to submit the proposed Scheme of Arrangement for the purpose of disclosure and approval is not necessary as the Scheme involves arrangement between the WOS and the Holding Company. Copy of the said circular as well as the communication received from the said stock exchanges has been placed on record as Annexure-H and H-l at page 136 to 141.