R.P. Nagrath, Member - (1.) This is the Second Motion Petition for sanction of the 'Scheme' of amalgamation between Covidien Healthcare India Private Limited Transferor-Company hereinafter called the Petitioner with India Medtronic Private Limited (Transferee-Company), their shareholders and creditors. The petition was received by transfer from the Hon'ble Punjab and Haryana High Court in terms of Rule 3 of the Companies (Transfer of Pending Proceeding) Rules, 2016, Obviously, therefore, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 would now be applicable. The registered office of the Petitioner Company is situated at Gurgaon in the State of Haryana and therefore, the matter falls within the jurisdiction of this Tribunal. The registered office of the 'Transferee-Company' is situated in Mumbai in the State of Maharashtra and for that Petitioner Company has filed CA No. 619/2016 for grant of exemption to the 'Transferee-Company' from filing the necessary petition in the jurisdictional court of Maharashtra for the reasons stated therein.
(2.) The Petitioner Company was originally incorporated on 03.05.2002 with the Registrar of Companies, Tamil Nadu vide Certificate of Incorporation Annexure P-2 (colly). The alteration of provision of the Memorandum and Articles of Association with respect to the objects of the company was made on 06.03.2009, The registered office of the company was transferred from Tamil Nadu to the State of Haryana for which certificate was issued on 12.03.2010 by the Registrar of Companies, NCT of Delhi and Haryana at page 60 of the Paper Book. The name of the company was changed to the present name of the Transferor-Company vide certificate dated 13.12.2010 issued by the Registrar of Companies, NCT of Delhi and Haryana. The current address of the Petitioner Company was also reported to the Registrar of Companies to be effective from 25.05.2015. With these certificates the Memorandum and Articles of Association of the company have also been annexed.
(3.) It is stated that the Board of Directors of Petitioner Company and the 'Transferee-Company' approved the proposed 'Scheme' Annexure P-1 vide their respective Board Resolutions dated 09.09.2016 Annexures P-8 and P-9, respectively. Copies of the audited account statement of Petitioner Company for the year ending 31.03.2016 is at Annexure P-3 and the copy of latest unaudited account statement as on 26.08.2016 is Annexure P-4, Similarly, the documents relating to the 'Transferee-Company' have also been attached. Last audited account statements of 'Transferee-Company' are up to 29.09.2016 as at Annexure P-6.;