Section B:
Revision of Consolidated Financial Statements pursuant to subsequent amalgamation of 2 subsidiaries with another subsidiary
Sun Pharmaceutical Industries Ltd. (31-03-2013) From the Notes to the Consolidated Financial Statements
The
consolidated financial statements of the Company for the year ended
31st March, 2013 were earlier approved by the Board of Directors at
their meeting held on 28th May, 2013 on which the Statutory Auditors of
the Company had issued their report dated 28th May, 2013. Consequent to
the Order dated 26th July, 2013 of the Hon’ble High Court of Bombay
sanctioning the scheme of arrangement u/s. 391 and 394 of the Companies
Act, 1956 for amalgamation, with effect from 1st September, 2012, the
appointed date, of Sun Pharma Medication Private Ltd and Sun Pharma
Drugs Private Ltd into Sun Pharma Laboratories Limited (SPLL), all
wholly owned subsidiaries of the Company, the financial statements of
SPLL were revised only to give effect to the said scheme of arrangement,
effective from 1st September, 2012. In view of the above, the earlier
approved consolidated financial statements are revised only to
incorporate the revised financial statements of SPLL.
From Auditor’s report on Consolidated Financial Statements (Extracts)
(a)
The consolidated financial statements of the Company for the year ended
31st March, 2013 were earlier approved by the Board of Directors at
their meeting held on 28th May, 2013 which were audited by us and our
report dated 28th May, 2013, addressed to the Board of Directors,
expressed an unqualified opinion on those financial statements.
Consequent to the Order dated 26th July, 2013 of the Hon’ble High Court
Bombay sanctioning the Scheme of arrangement for amalgamation of two of
the wholly owned subsidiaries of the Company, namely, Sun Pharma
Medication Private Limited and Sun Pharma Drugs Private Limited into
another wholly owned subsidiary of the Company, namely, Sun Pharma
Laboratories Limited, the financial statements of Sun Pharma
Laboratories Limited were revised to give effect to the said
amalgamation, effective from 1st September, 2012, the appointed date. In
view of the above, the earlier approved consolidated financial
statements are revised by the Company to incorporate the revised
financial statements of Sun Pharma Laboratories Limited. (Refer Note 56)
(b) Apart from the foregoing event, the attached consolidated
financial statements do not take into account any events subsequent to
the date on which the consolidated financial statements were earlier
approved by the Board of Directors and reported upon by us as aforesaid.
Our opinion is not qualified in respect of these matters.
Dated: 28th May, 2013 (9th August, 2013 as to effect the amendment discussed in the ‘Emphasis of Matter’ paragraph above).
Effect of amalgamation not given in view of pending approvals from all High Courts
Tech Mahindra Ltd. (31-03-2013)
From the Notes to the Financial Statements
The
Board of Directors of Tech Mahindra Limited in their meeting held on
21st March, 2012 have approved the scheme of amalgamation and
arrangement (the “Scheme”) which provides for the amalgamation of
Venturbay Consultants Private Limited (Venturbay), Satyam Computer
Services Limited (MSAT), C&S System Technologies Private Limited
(C&S), Mahindra Logisoft Business Solutions Limited (Logisoft) and
CanvasM Technologies Limited (CanvasM) with Tech Mahindra Limited
(TechM) u/s. 391 to 394 read with Sections 78, 100 to 104 and other
application provisions of the Companies Act, 1956. The Scheme also
provides for the consequent reorganisation of the securities premium of
TechM. The Appointed date of the Scheme is 1st April, 2011.
The
Board of Directors of TechM has recommended to issue two fully paid up
Equity Shares of Rs. 10 each of TechM for every 17 fully paid Equity
Shares of Rs. 2 each of MSAT. As the other amalgamating companies are
wholly owned by TechM/MSAT, no shares would be issued to shareholders of
these companies.
The Bombay Stock Exchange and the National
Stock Exchange have conveyed to the Company, their no-objection under
Clause 24(f) of the Listing Agreement to the said Scheme. TechM has also
received approval of Competition Commission of India for the said
Scheme. The Scheme was approved by the requisite majority of the equity
shareholders of TechM and MSAT in the court convened meetings held on
7th June, 2012 and 8th June, 2012 respectively. A Separate Special
Resolution was also passed at the above mentioned meeting of the equity
shareholders of TechM held on 7th June, 2012, whereas the requisite
majority of the equity shareholders approved the reduction of its
securities premium account. Thereafter, TechM, Venturbay, C&S,
Logisoft and CanvasM had filed Petitions on 25th June, 2012 respectively
with the Honourable Bombay High Court seeking approval for the proposed
Scheme. The Petitions were admitted by the Honourable Bombay High Court
on 20th July, 2012 and the Honourable Bombay High Court has approved
the Scheme of Amalgamation and passed an order to that effect on 28th
September, 2012. MSAT had filed its Petition on 27th June, 2012 with the
Honourable High Court of Andhra Pradesh, and the said petition was
admitted on 9th July, 2012. Hearing in the matter is concluded before
the Honourable High Court of Andhra Pradesh closed for summer vacation
and the order is awaited.
The merger is effective only on the
last of the dates on which the certified copies of the orders of the
High Court of Judicature at Bombay and the High Court of Judicature at
Andhra Pradesh are filed with the Registrar of Companies (‘ROC’), Mumbai
and Pune, Maharashtra, and the ROC, Hyderabad, Andhra Pradesh
respectively; and as the Approvals of High Court of judicature at Andhra
Pradesh is yet to be received, the effect of the merger is not
considered in the financial statements.
