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TMI Blog2021 (11) TMI 844X X X X Extracts X X X X X X X X Extracts X X X X ..... g Company Limited (Transferee Company) jointly under Section 23(1)(b) Read with Section 232 of the Companies Act, 2013, Read with Rule 15 (1) of Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and Rule 23A of the National Company Law Tribunal Rules, 2016 seeking for sanction of the arrangement filed on behalf of the Petitioner Companies. 2. The Scheme of Arrangement was proposed between the Petitioner Companies and their respective Shareholders from the Appointed Date as 01.04.2020 for the Arrangement. 3. The Transferor Company-1 was incorporated under the Companies Act, 1956 on 21.03.2007 in the erstwhile State of Andhra Pradesh and has its registered office at Visakhapatnam. It is engaged in the business of acquiring ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1956 on 06.11.1986 and was converted into a Public Company on 01.07.1993 and is an unlisted Public Company within the meaning of Section 2 (71) of the Companies Act, 2013 and its registered office at Visakhapatnam. The authorised capital is Rs. 40,50,00,000/- divided into 4,05,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital is Rs. 40,04,80,770/- consisting of 4,00,48,077 equity shares of Rs. 10/- each. 7. The main objects of the Transferee Company is to acquire the business carried on by M/s. Navayuga Construction Co., having its office at Vizag with all its assets and to carry on the business of under taking of all types of Civil, Electrical and Mechanical works with the State and Central Governments, Cor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has by a resolution passed at an Extra Ordinary General Meeting held on 30.04.2021 increased its authorised share capital by Rs. 9,50,00,000/- to Rs. 50,00,00,000/- comprising of 5,00,00,000 equity shares of Rs. 10/- each. 10. There are Four (4) equity shareholders in the Transferor Company-1 and Transferor Company-2 each and Three Hundred and Eighty Three (383) equity shareholders in the Transferee Company. 11. The Scheme does not contemplate any compromise or arrangement with the creditors of the Petitioner Companies under Section 230 (1) (a) of the Companies Act, 2013. The Transferor Companies has no secured creditors and there are only 2 (two) unsecured creditors, including trade creditors and having an outstanding debt of Rs. 35,400 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rmed that the accounting treatment proposed in the Scheme of Arrangement is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. 17. The Scheme will benefit the respective Petitioner Companies and their shareholders. It would facilitate focused strategic leadership and top management and reduce the number of legal entities in the group thereby reducing managerial overlaps which are necessarily involved in running multiple entities. 18. The notice were served on the Regional Director, South Eastern Region (SER), the Registrar of Companies, Andhra Pradesh, the Official Liquidator and Income Tax Authorities i.e., Assessing Officer of Income Tax, Visakhapatnam and Hyderabad. 19. The Official Li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eree Company, as a Transferee Company shall continue to exist as the surviving entity in the process of Arrangement of the Transferor Companies and shall continue to be responsible for the debts of its Creditors. He also submits that in respect of none of the pending cases referred by the RD, the Transferee Company has been admitted as a Corporate Debtor as they pertain to disputed claims, and in some of the cases settlement of the disputes and filing joint memo of settlement is under process. As per the affidavit, it can be seen that the Transferee Company it is ready to take the responsibility for the debts of its creditors, including the Operational Creditors. Hence, the said objection shall not come as a hurdle for approving the Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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