K.R Jinan, Member - (1.) This is an application under section 391 (2) and 394 of the Companies Act, 1956, praying for obtaining sanction of a scheme of Amalgamation of the Transferor Company( Homeo Chemist Private Limited with the Transferee Company (M Bhattacharyya & Co Pvt.Ltd.) The dispensation of meeting of shareholders was duly sanctioned by the Hon'ble High Court at Calcutta by an order dated 12th December, 2016. By the said order dated 12th December, 2016, the applicant vide CA No: 870 of 2016 sought dispensation of the meetings of the shareholders of the Companies on the ground of written consent from all the shareholders The Hon'ble High Court was pleased to pass the above order under second proviso to Section 391(1) and 393 of the Companies Act, 1956 relating to the Transferor Company for enabling this Tribunal to consider the same and pass necessary orders for obtaining sanction of the scheme of Transferor company with Transferee Company. Photo copy of the said order has been annexed with this application and marked with the 'Annexure- F.
(2.) Thereafter by virtue of notification of Section 230 to 232 of Companies Act, 2013 the matter is transferred to this Tribunal for proper and further adjudication. An Affidavit in prescribed form is sworn by shri Rishi Bhardwaj in respect of Applicant Company No.l and Applicant Company No.2 at page 02 of the petition.
(3.) Accordingly, all the terms and conditions and the assets, properties, rights and claims relating thereto of Transferor Company are stated in the Scheme of amalgamation marked and annexed as 'Annexiire-A'.;