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2022 (2) TMI 908 - Tri - Companies LawSanction of Scheme of Arrangement by way of Amalgamation - Sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT - Various directions with respect to convening/holding or dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors are issued - directions with regard to issuance of various notices also issued. The scheme is approved - application allowed.
Issues:
Joint application under Sections 230-232 of Companies Act, 2013 for Scheme of Arrangement by way of Amalgamation between two private limited companies. Analysis: The judgment pertains to a joint application filed by two private limited companies, referred to as the Transferor Company and Transferee Company, under Sections 230-232 of the Companies Act, 2013, for a Scheme of Arrangement by way of Amalgamation. The Transferor Company, originally incorporated as 'Hindustan Syringes Export Private Limited,' later renamed as 'HMD Healthcare India Private Limited,' has an authorized share capital of ?50,00,000 divided into 50,000 equity shares. The Transferee Company, known as 'Niraj Industries Private Limited,' has an authorized share capital of ?25,00,000 divided into 25,000 equity shares. Both companies have submitted their Memoranda, Articles of Associations, and latest Audited Annual Accounts for the financial year 2020-21. The proposed Scheme of Amalgamation was unanimously approved by the Board of Directors of both companies in a meeting held on 10th August 2021. Regarding the Transferor Company, it was highlighted that there are 3 Equity Shareholders, a Nil Secured Creditor, and 1 Unsecured Creditor. All Equity Shareholders and the Unsecured Creditor have given their consent through affidavits, holding 100% of voting share. Thus, the requirement for convening meetings of Equity Shareholders, Secured, and Unsecured Creditors was dispensed with. Similarly, for the Transferee Company, with 3 Equity Shareholders, Nil Secured Creditor, and 12 Unsecured Creditors, all stakeholders provided their consent through affidavits, eliminating the need for holding meetings. The appointed date for the Scheme was specified as 1st April 2021, subject to the Tribunal's directions. The Tribunal issued directions for serving notice of the proposed Scheme to relevant authorities, including the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, and Income Tax Department. Compliance with all directions, as per the applicable laws and rules, was mandated for the Applicants. The application was allowed on the specified terms and disposed of, emphasizing strict adherence to the provisions of the Companies Act, 2013, and the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.
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