R.P. Nagrath, Member - (1.) This is a joint application filed by Shivam Portfolio Management Private Limited, Applicant No. 1/Transferor Company (for brevity, to be described as A-1 Company) and Madhav Udyog Private Limited, Applicant No. 2/Transferee Company (for brevity, to be described as A-2 Company), jointly described as 'Applicant Companies' under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (to be referred as the 'Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, the 'Rules') in connection with the proposed scheme of Amalgamation being Annexure A-1 (to be referred in brief as the 'Scheme') between the Applicant Companies. The affidavits of Mr.Manish Jain, Authorised Representative of A-1 Company and Ms.Minu Goyal, Authorised Representative of A-2 Company have been filed in support of the joint petition.
(2.) It is represented by the learned counsel for the Applicant Companies that as per Certificates of Incorporation Annexures A-3 and A-8, CIN of A-1 Company is 16-18255 of 1996 and that of A-2 Company is U27109PB2001 PTC 24495. A-1 Company was incorporated on 29.05.1996 and A-2 Company was incorporated on 04.07.2001.
(3.) It is represented by learned Counsel for the Applicant Companies that as per the Memorandum of Association and Articles of Association, the main objects of A-1 Company are to carry on the business as portfolio managers, sale and purchase of all kinds of securities, underwriters, sub-writers, agents and brokers for subscribing to and sale, purchase acquire and hold or otherwise deal in shares, debentures, debenture stock, bonds, fixed deposits, inter corporate deposits, units, certificates of mutual funds, subject to approval(s) of concerned regulators, if any required, manufacture, buy, sell, import, export or otherwise deal in iron, steel, alloy, carbon and mild steel, pig iron, scrap of all kinds and all types of persons and non ferrous metals and products like ingots, billets, brats, sheets, sections, angles, channels, wire, strips, flats and rounds etc.;