R.P. Nagrath, Member - (1.) This joint second motion has been filed by the Petitioners, i.e., the Transferor Company and the Transferee Company above named, under Sections 391-394 of the Companies Act, 1956 for sanction of the Scheme of Amalgamation (for brevity "Scheme"), Annexure P-1. This petition was received by transfer from Hon'ble Punjab and Haryana High Court in terms of Rule 3 of the Companies (Transfer of Pending Proceedings) Rules, 2016. Therefore, now the Companies (Companies Arrangements and Amalgamations) Rules, 2016 would be applicable. The Scheme is to the effect that the Transferor Company shall stand amalgamated into the Transferee Company and the former shall stand dissolved without winding up w.e.f., the Appointed Date without further act, deed or things. The Scheme further provides that all assets and liabilities of the Transferor Company shall stand vested in the Transferee Company w.e.f. the Appointed Date.
(2.) Both the Transferor Company and the Transferee Company are private limited companies. The Transferor Company was incorporated under the Companies Act, 1956 on 19th June. 2013 and registered with the Registrar of Companies, NCT of Delhi & Haryana. The Transferee Company was incorporated under the Companies Act, 2013 on 4th October, 2016 under its present name and registered with the Registrar of Companies, NCT of Delhi & Haryana. Currently, the registered office of both the Transferor Company and the Transferee Company is situated at the same address of Gurgaon, Haryana and therefore, the matter falls within the territorial jurisdiction of this Tribunal, The Memorandum and Articles of Association of the Transferor and Transferee Company are at Annexure P-2 and P-4, respectively.
(3.) The Board of Directors of the Transferor Company and Transferee Company have approved the "Scheme" in their respective meetings held on 5.10.2016 and 10.10.2016, vide resolutions annexed as Annexure P-6 and P-7 respectively.;