51. Pursuant to the Scheme of Amalgamation u/s. 391 to 394 of the
Companies Act, 1956 and u/s. 52 of the Companies Act, 2013 for
amalgamation of erstwhile Sun Pharma Global Inc.(Transferor Company)
with the Company, with effect from January 1, 2015 (appointed date), as
sanctioned by the Hon’ble High Court of Gujarat, filed with the
Registrar of Companies on August 6, 2015 (effective date), all the
assets, liabilities, reserves and surplus of Transferor Company were
transferred to and vested in the Company without any consideration, on a
going concern basis. Transferor Company is a wholly owned subsidiary of
the company and was engaged in the business activities of strategic and
non-strategic investments and financing mainly to its group subsidiary
or associate companies worldwide. The amalgamation has been accounted
for under the “Pooling of Interest Method” as prescribed under
Accounting Standard 14 – “Accounting for Amalgamations” (AS 14) issued
by the Institute of Chartered Accountants of India and as notified u/s.
133 of the Companies Act, 2013 read with Rule 7 of the Companies
Accounts Rules 2014.
The scheme has been given effect to in these
financial statements and accordingly;
(i) The Financial Statements for
the year ended March 31, 2015 which were earlier approved by Board of
Directors on May 29, 2015 and audited by the statutory auditors of the
Company have been revised.
(ii) All the assets, liabilities, reserves
and surplus of Transferor Company were recorded in the books of the
Company at their carrying amounts and in the same form as at the
appointed date. Transferor Company being a wholly owned subsidiary of
the Company neither any shares are required to be issued nor any
consideration is paid. The Equity Share Capital, Preference Share
Capital, Share application money pending allotment and securities
premium account of the Transferor Company and the carrying value of
investment in Equity Shares, Preference Shares and Share application
money of the Transferor Company in the books of the Transferee Company
stands cancelled. Accordingly, the difference of Rs. 6,498.8 Million
between the amount of share capital of the Transferor Company and the
consideration being Nil, after adjusting for the carrying value of
Investments in the books of the Company is credited to Capital Reserve.
From Auditors’ Report Emphasis of Matter
We draw attention to Note 51 to
the standalone financial statements. As referred to in the said Note,
the financial statements of the Company for the year ended 31st March,
2015 were earlier approved by the Board of Directors at their meeting
held on 29th May, 2015 which were subject to revision by the Management
of the Company so as to give effect to the Scheme of Arrangement for
amalgamation of Sun Pharma Global Inc., a wholly owned subsidiary, into
the Company w.e.f 1st January, 2015. Those financial statements were
audited by us and our report dated 29th May, 2015, addressed to the
Members of the Company, expressed an unqualified opinion on those
financial statements and included an Emphasis of Matter paragraph
drawing attention to the foregoing matter. Consequent to the Company
obtaining the required approvals, the aforesaid financial statements are
revised by the Company to give effect to the said Scheme of
Arrangement.
Apart from the foregoing matter and the provision for
proposed dividend, the attached financial statements do not take into
account any events subsequent to the date on which the financial
statements referred to in paragraph 1 above were earlier approved by the
Board of Directors and reported upon by us as aforesaid.
