9911796707
TMI Blog2021 (6) TMI 237X X X X Extracts X X X X X X X X Extracts X X X X ..... o. 19/230/AMR/2020 - - - Dated:- 30-4-2021 - Bhaskara Pantula Mohan, Member (J) For the Appellant : Y. Suryanarayana, Advocate, B. Jithender, CGSC and Pola Raghunath, OL ORDER Bhaskara Pantula Mohan, Member (J) 1. The present Company Petition under Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromise Arrangements and Amalgamation) Rules, 2016 is filed seeking sanction of the proposed Scheme of Amalgamation ('the Scheme') between the Petitioner Companies and their respective shareholders and creditors. 2. The Registered Office of the Petitioner Companies are situated in the State of Andhra Pradesh and therefore within the jurisdiction of this Tribunal. 3. Details of the Petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g of Equity Shareholders, Secured, Unsecured Creditors and Trade/sundry creditors of both the Transferor Company. Further prayed to dispense with the meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Transferee Company. Further order to convene of the meetings of the Trade/Sundry Creditors of the Transferee Company. The Tribunal vide its order dated 07.09.2020 dispensed with convening the meetings of the Equity shareholders, Secured Creditors and Unsecured Creditors of both the Petitioner Companies and also dispensed with convening the meeting of the Trade/Sundry Creditors of the Transferee Company. The Tribunal also ordered to convene the meeting of the Trade/Sundry Creditors of the Transferee Company and appoi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Business Standard and Telugu News Paper i.e. Andhra Prabha. Further, notice of hearing of the Petition was served on the Regional Director (SER), Ministry of Corporate Affairs; Registrar of Companies and Official Liquidator by hand on 11.12.2020. The Petitioner Companies also served the notice on the Income Tax Authorities by speed post on 17.12.2020. 7. The Counsel for the Applicant Companies further submits that the rationale for the Scheme is that the Amalgamation would result in the following benefits: Reduction of overheads and other expenses; Reduction of administrative and procedural work, enable the amalgamated company to effect internal economies and optimize profitability; Reduction of administrative ineffic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion to the proposed Amalgamation, but pointed out certain observations as under:- a) Hon'ble Tribunal may be pleased to direct the Petitioner Companies to preserve its books of accounts and papers and records and shall not be disposed of without the prior permission of the Central Government in terms of Provisions of Section 239 of the Act, 2013. The Petitioner Companies undertake to preserve its books and papers and records and shall not dispose of the same, without the prior permission of the Central Government in terms of provisions of Section 239 of the Companies Act, 2013. b) Hon'ble Tribunal may be pleas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 9;s Circular dated 21.08.2019. The Board of Directors of the Petitioner Companies in their meeting held on 06.03.2021 has approved the modification of the appointed date to 01.04.2020. Certified True Copy of the Board Resolution along with the Revised Scheme of Amalgamation is foiled with this reply. 3. There are 1078 trade/sundry creditors for an amount of ₹ 1,09,15,140/- in the Transferee Company as on 31.03.2020. The meeting was scheduled on 23.10.2020. Affidavit of Chairman dated 26.10.2020 has stated that the meeting was attended by 34 Trade/Sundry Creditors in person and through their authorised representative to whom the Transferee Company owes an amount of ₹ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme of Amalgamation (Modified Copy of the Scheme enclosed at Page No. 8-40 of the Reply dated 09.03.2021) is hereby sanctioned and it is declared that the same shall be binding on the Petitioner Companies and their respective Shareholders and Creditors, Employees and all concerned under the Scheme. b) The Scheme shall become effective from the Appointed Date i.e., 01.04.2020 and shall be made operational from the date of filing of the orders with the Registrar of Companies. c) While approving the Scheme as above, it is further clarified that this order will not be construed as on order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applic ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
