9911796707
TMI Blog2022 (2) TMI 908X X X X Extracts X X X X X X X X Extracts X X X X ..... Dated:- 28-1-2022 - R. Sudhakar, C.J. (President) And Hemant Kumar Sarangi, Member (T) For the Appellant : Chitta Ranjan Biswal, CS ORDER Hemant Kumar Sarangi, Member (T) 1. This is joint application, filed by the applicant companies herein, HMD Healthcare India Private Limited ( brevity Transferor Company ), with Niraj Industries Private Limited ( brevity Transferee Company ), under the provisions of 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 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter referred to as the SCHEME ) proposed between the applicants. 2. It ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,000/- divided into 25,000 equity shares of ₹ 100/- each, while its issued, subscribed, and paid-up share capital of ₹ 7,00,000/- divided into 7,000 equity shares of ₹ 100/- each up as on 31.03.2021. 5. The Transferor Company, as well as the Transferee Company, have filed their respective Memoranda and Articles of Associations, inter alia, delineating their object clauses, as well as their latest Audited Annual Accounts, for the financial Years 2020-21 and 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Creditors is annexed, Therefore the issue of obtaining consent does not arise. c) and all the creditors has given their consent by way of affidavit holding 100% of total value. d) The company has (12) Unsecured Creditors, Certificate from Chartered Accountants certifying the list of Unsecured Creditors is annexed and the creditors has given consent by way of affidavit holding 100% of total value. In relation to the equity shareholders, secured creditors and unsecured creditors it seeks dispensing 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 consider ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ereby dispensed with. 11. The applicants are directed to serve the notice of the proposed Scheme on the Regional Director, Ministry of Corporate Affairs, B-2, Wing. 2nd Floor, Paryavaran Bhawan, CGO Complex, New Delhi - 110003, Registrar of Companies at 4th Floor, IFCI Tower, 61 Nehru Place, New Delhi-110019, The Official Liquidator, Lok Nayak Bhawan, 8th Floor, Khan Market, New Delhi - 110001, the Office of the Income Tax Department, Income Tax Officer, Ward - 7(4), Central Revenue Building, IP Estate, New Delhi - 110002 and the Office of the Income Tax, Additional Commissioner of Income Tax, Special Range-4, Central Revenue Building, IP Estate, New Delhi - 110002. The notice to Income Tax Authorities shall disclose sufficient details ..... X X X X Extracts X X X X X X X X Extracts X X X X
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