R.P. Nagrath, Member - (1.) This is a joint application filed by Transferor Company and Transferee Company (to be described as 'Applicant Companies') for the Scheme of Amalgamation (to be described as 'Scheme') between Transferor Company (A-1 company) into Transferee Company (A-2 company). It was noticed by the Hon'ble High Court in the order dated 19.8.2016 in CP No. 159/2016 (OSM), when the first motion petition was disposed of that the Registered Office of both the companies are presently located in Gurgaon (Haryana) and therefore, this Tribunal has the territorial jurisdiction to entertain and dispose of the instant petition.
(2.) It is stated that the main objects of the 'A-1 company' are to carry on the business of manufacturing, processing, manipulating, refining, treating, importing, exporting, buying, selling and otherwise dealing in Diagnostic Reagents calibrated to auto analysers such as Haematology Blood Cell counters and reagents and consumables required to run all kinds of manual, automatic and semi-automatic equipment, scientific and pathological instruments, apparatuses, contrivances, improvisations or other medical devices which may be found necessary or suitable in diagnosis, healthcare intervention and treatment of disease in human beings and animals.
(3.) The main objects of 'A-2 company' is also of similar nature viz. to carry on the business as wholesalers, distributors, manufacturers, importers and exporters of all medical, electronic equipment, patient monitors, electroencephalographs, evoked potential and electromyography systems, electrocardiographs, defibrillators, AEDs, neonatology analysers and haemostasis analysers.;