H P Chaturvedi, Member - (1.) The present application is jointly filed by the applicant companies herein, namely G.S. Nutrition Private Limited ( for brevi ty "Transferor Company") and G.S. Pharmbutor Private Limited (for brevity "Transferee Company") as a first motion petition under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of proposed Company Scheme of Amalgamation between the applicants. Such Company Scheme has been annexed with present Company application seeking for following prayer; i. To dispense with the meetings of the equity shareholders of the First Applicant Company in view of the written consent given by all the equity shareholders of the First Applicant Company through an affidavit. ii. To issue necessary Direction/Order for convening of separate meetings for Shareholders of the Second Applicant/Transferee Company and further to convene the meetings of Secured and .Unsecured Creditors of both the Applicant Companies that is the .transferor & transferee companies and further to issue notices tor the iii. To issue a direction for publication of notices for convening of such meeting of Shareholders of the 2nd Applicant/transferee company and further meetings of Secured and Unsecured Creditors to appoint the Chairperson of both Transferor and Transferee Company and Scrutinize for convening such meeting fixed their terms of appointment and remuneration etc. iv. To issue necessary direction to the Chairperson and Scrutinizer for conducting such meetings as per settled practise and procedure in conformity with rules applicable. v. To issue necessary directions for fixing the quorum of each meeting. vi. To issue necessary directions for fixing a time period within which the Chairperson shall report the result of such meetings to this I lon'ble Tribunal. vii. To permit the petitioner to file further application/petition other documents as may be required, for sanctioning of the proposed Company Scheme. viii, And for other relieftdirection which this court may deem just and proper.
(2.) The applicants submit that the Transferor Company is a wholly owned subsidiary of the Transferee Company, therefore upon the Scheme becoming effective the entire share capital of Transferor Company shall stand cancelled and no new shares to be issued by the Transferee Company.
(3.) Companies in the present petition have stated such that both companies are intending to merge with as per the scheme of company which swtaaJeen approved by its Board of Directors and llsuch Scheme is approved by this Court then its entire business and undertaking of the transferor company would stand transferred to and vested in and/ or deemed to be merged with in the transferee company as a going concern from an appointed date i.e. April Ist, 2017.;