R.P. Nagrath, Member - (1.) This Application has been filed by the applicant companies herein, namely Mukul Sales Private Limited, the Transferor company No. 1 (for brevity "A-1 Company") and Atulaya Healthcare Private Limited, Transferor Company No. 2 (for brevity "A-2 Company") with Prem Sales Private Limited, Transferee Company (for brevity "A-3 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 and Amalgamations) Rules. 2016 (for brevity, the "Rules") in connection with the proposed Scheme of Amalgamation Annexure A-35 (Page No. 468-491) (for short, the 'Scheme') of the Applicant-Companies as supported by the affidavits of the Authorized Representative of the Applicant companies for seeking appropriate orders/directions for calling and convening meetings and for dispensing with some of the meetings.
(2.) The Learned Counsel represents that the Board of Directors of the applicant companies unanimously approved the "Scheme" by passing Board Resolutions dated 27.2.2017 subject to sanctioning of the same by this Tribunal. The Board resolution of A-1 Company is Annexure A-1 (page No. 67-69), authorizing Mr. Pankaj Kansil. Director of the A-1 Company to file application/petition in the Tribunal including modification required, if any, and to do such acts and deeds as are necessary and incidental with regards to the Scheme Vide Board resolution dated 27.02.2017 Annexure A-2 (page No. 70-73), A-2 Company also approved the Scheme subject to sanctioning of the same by the Tribunal and gave similar authorization to Mr. Pankaj Kansil, Director of A-2 Company. Further A-3 Company vide Board resolution dated 27.02.2017 Annexure A-3 (page No. 74-77), also approved the Scheme subject to sanctioning of the same by the Tribunal and giving such authorization to Mr. Sukant Kansil, Director of the A-3 Company. The affidavits of Mr. Pankaj Kansil for A-1 & A-2 Company and Mr. Sukant Kansil for A-3 Company, dated 16.05.2017 have been filed in support of the joint application.
(3.) It is represented by the learned counsel for the Applicant-Companies that as per Memorandum of Association, Annexure 4 (page 78-99), the objects of A-1 Company are to carry on all or any of the business of manufacturers, importers, exporters, buyers, sellers and distributing agents of and dealers in all kinds of basic salts, Ayurvedic, homeopathic and unani medicines, patent, pharmaceuticals, medicinal and medicated preparations, patent medicines, drugs, herbs and in pharmaceutical, medicinal, proprietary and industrial preparations, compounds and articles of all kinds, chemists. druggists and chemical manufacturers and to carry on business as manufacturer of and dealers in all kinds of raw and finished cosmetics. perfumes and essences, dentifrices, lotions, extracts, greases, creams, salves, ointments, pomades, powders, unguents, eau de cologne, toilet requisites and preparations, cleansing compounds.;