TaxTMI 
TaxTMI 
2022 (2) TMI 908
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....f Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the "SCHEME") proposed between the applicants. 2. It is represented that the registered offices of all the applicant companies are situated in New Delhi and therefore the subject matter of this joint application falls within the Jurisdiction of this Bench. 3. The Transferor Company is a private limited company, originally incorporated on 14th March, 1990 under the name and style of 'Hindustan Syringes Export Private Limited' and further the name was changed to "HMD Healthcare India ....
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....filed their balance sheets of both applicant companies, as on 31.03.2021 annexed herewith. 6. All the Applicant companies, vide meeting of Board of Directors held on 10.08.2021, have unanimously, approved the proposed Scheme of Amalgamation, as contemplated above. Copies of respective resolutions, passed in the said respective board meetings, have been placed on record. 7. With regards the Transferor Company it is stated as under: a) The company has 3 Equity Shareholders, certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consent by way of affidavits holding 100% of voting share. b) The Company has (NIL) Secured Creditor, Certificate from Chartered Accountants ....
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....sing with holding/convening of the meetings as their consent affidavits are placed on record. 9. The appointed date, as specified in the Scheme, is 1st April 2021 subject to the directions of this Tribunal. 10. Taking into consideration the submissions and the documents placed on record, we issue the following directions with respect to convening/holding or dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors as follows: A. In relation to the Transferor Company: a. With respect to Equity shareholders: In view of consent affidavits from all equity shareholders having 100% voting share been filed. Therefore, the requirement for convening/holding the meeting of shareholders/members is hereby dispensed w....