C.A.(CAA)236/MB/2023

In the matter of

The Companies Act, 2013

Section 232 r/w Section 230 of

The Companies Act, 2013 and other

applicable provisions of the Companies

Act, 2013 read with the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016;

In the matter of

Scheme of Arrangement of

Sanofi India Limited

CIN: L24239MH1956PLC009794 ...Applicant Company 1

/Demerged Company

Sanofi Consumer Healthcare India

Limited

CIN: U21002MH2023PLC402652 ...Applicant Company 2

/Resulting Company

(“Collectively referred as Applicant Companies”)

Order delivered on 07.05.2024

Coram:

Shri Prabhat Kumar Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) Hon’ble Member (Judicial)

C.A.(CAA)236/MB/2023 Appearances (through)

For the Applicant(s) : : Mr. Gaurav Joshi, Senior Counsel, a/w Mr. Rohan Rajadhyaksha, Mr. Anirudh Das, Mr. Ameya Gokhale, Ms. Kriti Kalyani, Mr. Siddhant Marathe i/b Shardul Amarchand Mangaldas &

Co.

ORDER

1. Heard learned counsels for the Petitioner Companies and the officer of the Regional Director, Western Region, Mumbai (“Regional Director”). No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition to the Scheme.

2. The present Scheme is of Arrangement under Section 232 r/w Section 230 of the Companies Act, 2013 and other Applicable provisions of the Companies Act, 2013 amongst Sanofi India Limited (“Applicant Company 1/ Demerged Company”) and Sanofi Consumer Healthcare India Limited (“Applicant/ Resulting Company”) and their respective shareholders and creditors (“Scheme”). It is submitted that the Scheme provides for the transfer and vesting of the Demerged Undertaking of the Applicant/Demerged Company, being the Consumer Healthcare Business Undertaking of the Applicant/ Demerged Company and its vesting in the Applicant/Resulting C.A.(CAA)236/MB/2023 Company.

3. The Counsel for the Petitioner Companies submits that the (i)

Petitioner / Demerged Company is inter alia, engaged in the business of manufacturing, producing, processing, marketing, formulating, buying, trading, storing, packing, selling, distributing, importing, exporting, producing, consultancy and otherwise dealing in all variety of pharmaceuticals including drugs, chemicals, medical products and anti-biotics products; and (ii) Petitioner / Resulting Company has been incorporated to inter-alia carry on the business of manufacturing, producing, processing, marketing, formulating, buying, trading, storing, packing, selling, distributing, importing, exporting, providing consultancy and otherwise dealing in all kinds of varieties of pharmaceuticals, especially consumer healthcare products including drugs, chemicals, medicinal products and antibiotic products.

4. The Counsel for the Petitioner Companies submits that as set out in the Scheme, the proposed Composite Scheme of Arrangement / demerger would accomplish the following benefits –

(a) allow the Applicant/Demerged Company and the Applicant/Resulting Company to have independent and focused management as well as independently pursue different opportunities and strategies for the growth of each respective businesses aligned to specific market dynamics;

C.A.(CAA)236/MB/2023 (b) enable a different operating model for the consumer healthcare business under the Applicant/Resulting Company specific and fit for purpose for a fast-moving consumer healthcare company, which would lead to a greater ability to operate independently and positively shape the consumer healthcare environment;

(c) Allow for enhancement of the business models of both the Applicant/Demerging Company and the Applicant/

Resulting Company;

(d) greater understanding and visibility of both the pharmaceutical and consumer healthcare businesses for the shareholder, investor, analyst community and other stakeholders;

(e) facilitate pursuit of scale and independent growth plans but also more focused management and stronger leverage of specific global resources within the group and flexibility in te