R.P. Nagrath, Member - (1.) This Application has been filed by the applicant companies herein, namely Surya Global Steel Tubes Limited, the Transferor company (for brevity, "A-1 Company") and Surya Roshni Limited, the Transferee company (for brevity, "A-2 Company"), jointly described in short as "Applicant companies", under Sections 230 and 232 of the Companies Act, 2013 (for brevity, "Act") read with Rule 3 of the Companies (Compromises, Arrangements Amalgamations) Rules, 2016 (for brevity, the "Rules") in respect of the proposed scheme of amalgamation Annexure-1 (for short, the "Scheme") of the Applicant companies supported by the affidavits of the Authorised Representative of the Applicant companies for seeking appropriate orders/directions for calling and convening meetings and for dispensing with some of the meetings.
(2.) It is represented by the learned counsel of the applicants that as per record, GIN No. of A-1 Company is U28999HR2008PLC065843 and that of A-2 Company is L31501HR1973 PLCOO 7543. The learned counsel for the Applicants also made a statement on 26.05.2017 and recorded separately that PAN No. of A-1 company is AAMCS1258B and that of A-2 company is AAACS3558C, This information has been supplied to facilitate the Statutory Authorities including the Income Tax Department to send appropriate response to the Tribunal for the final decision while considering the matter for sanction of the ''Scheme".
(3.) The Learned Counsel represents that the Board of Directors of the Applicant companies unanimously approved the "Scheme" by passing Board Resolutions dated 8th June, 2016. The Board resolution of A-1 Company is at Annexure 3, authorizing Mr. Gajender Gupta (Company Secretary) and any of the Directors, severally to sign, execute and submit all the documents, applications etc. and to do all the acts necessary and incidental thereto. Annexure-12 is the similar resolution of A-2 Company giving such authority to any of the Directors and Mr. R.N. Maloo (Executive Director and Group CFO) and Mr. B.B. Singal (Sr. V.P., and Company Secretary).;