9911796707
TMI Blog2022 (3) TMI 1174X X X X Extracts X X X X X X X X Extracts X X X X ..... . Demerger Company's registered office is at Andhra Pradesh and the Resulting Company's registered office is at Andhra Pradesh. 2. Briefly the facts are as follows: i. The Petitioner No. 1/Demerged Company was incorporated under the Companies Act, 1956. The Authorised Share Capital is Rs. 3,25,00,000/- divided into 3,25,000 equity shares of Rs. 100/- each. The issued, subscribed and paid-up equity share capital is Rs. 1,28,12,500/- divided into 1,28,125 equity shares of Rs. 100/- each. The main objects of the Petitioner No. 1 Company are to buy, deal in and export all kinds of merchandise in general and unmanufactured India tobacco of all varieties in particular and to carry on the business of manufacturers of and dealers in toba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate enhanced value for all stakeholders and allow a focused strategy in operations, which would be in the best interest of the Demerged Company, all its stakeholders, creditors and all persons connected with the Demerged Company. It will also provide scope for independent collaboration and expansion without committing the existing organization in its entirety. The appointed date is 01.11.2020. v. The Board of Directors of the Demerger Company and Resulting Company approved their scheme at their respective board meetings held on 09.02.2021. Consent by way of Affidavit and No Objection to the Scheme supported by Board resolutions was also obtained from all the Secured and Unsecured Creditors of Demerger and Resulting Companies. vi. The Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner Companies to file an Application with Registrar of Companies (RoC) indicating the revised authorised capital. The Report of the RD reflects that no objection was raised by the Income Tax Department for the merger of the Demerged Company. 6. It is also stated that by virtue of the letter dated 10.01.2022 from the Official Liquidator (OL), Hyderabad addressed to the Petitioner Companies, the provisions of Section 230-232 of Companies Act, 2013 do not bar the Official Liquidator to seek information form the Resulting Companies. It is stated that the Official Liquidator (OL) required to file reports in demerger matters. It is further stated that as per para 14 of the order of the NCLT, Amaravti Bench there are no Secured Creditors and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orkmen and employees (if any) of the demerged business of the Demerged Company. On the specified Date they shall be deemed to have become staff and employees of Resulting Company without any break in the service. Hence, this Hon'ble Tribunal may be pleased to direct the Demerged and Resulting Companies to submit an undertaking to this Hon'ble Tribunal to the effect that there would be no retrenchment of any employee who was in service as on the Appointed Date (i.e., 01.11.2020) as well. c) There are no pending litigations or prosecutions against the Directors and Demerged and Resulting Companies as per the information provided vide its letter dated 12.01.2022 & 08.02.2022 respectively. d) The Resulting Company is a loss making c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme of Arrangement appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under Section 230 to 232 of the Companies Act, 2013. 12. The Company Petition is allowed with the following directions:- a) The Scheme of Arrangement (Copy of the Scheme enclosed at Page No. 126 to 146 of the Petition) 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., 01.11.2020 and shall be made operational from the date of filing of the orders with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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