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TMI Blog2022 (3) TMI 1174X X X X Extracts X X X X X X X X Extracts X X X X ..... f Arrangement is hereby sanctioned - Application allowed. - CP (CAA) Nos. 11/230/AMR/2021 and 2/230/AMR/2021 - - - Dated:- 10-3-2022 - Telaprolu Rajani, J. (Member (J)) For the Appellant : Naresh Kumar Sangam, Advocate For the Respondents : B. Mohanty, ICLS and Santoshi Jagirdari, OL ORDER Telaprolu Rajani, J. (Member (J)) 1. The present Company Petition is filed by Babu Tobacco Private Limited/Demerged Company and Babu Warehousing Private Limited/Resulting Company seeking approval for Scheme of Arrangement (the Scheme for short) with the Resulting Company. Demerger Company's registered office is at Andhra Pradesh and the Resulting Company's registered office is at Andhra Pradesh. 2. Briefly the facts ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iness and remaining business carried on by Demerged Company have significant potential for growth. The nature of risk and competition involved in each of these units are distinct from each other and consequently Demerged Business and Remaining Business is capable of attracting a different set of business leaders, employees, investors, strategic partners, lenders and other stakeholders. The board of Directors of the Demerged Company felt that the Demerged business and remaining business should be bifurcated and should have independent entities for each undertaking. iv. It is believed that the proposed segregation will create enhanced value for all stakeholders and allow a focused strategy in operations, which would be in the best intere ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iled their reports in response to the notice issued to them. The RD sought this Tribunal to direct the Petitioner Companies to preserve its books of accounts papers and shall not dispose of without prior permission of the Central Government in terms of Section 239 of the Companies Act, 2013 and to direct the Petitioner Companies to ensure statutory compliance of all applicable laws and to comply Rule 17(2) of the Companies (Compromise, Arrangement and Amalgamation) Rules 2013 with respect to filing of order for confirmation of scheme to be filed in Form No. INC-28 with the concerned office of Registrar of Companies and to direct the Petitioner Companies to file an Application with Registrar of Companies (RoC) indicating the revised author ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Liquidator (OL) made certain observations in his report, which are as follows: a) Clause 6 of Part-II of the Scheme provides for Accounting treatment that the Demerged Company and Resulting Company shall comply with the applicable Accounting Standards, but it was not specified about the method of accounting treatment. 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 not to deviate from the provisions of Accounting Standard - 14 - Pooling of Interest Method . b) Clause 9 of Part-II of the Scheme seeks to protect all staff, workmen and employees (if any) of the demerged business of the Demerged Company. On the spec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioners that there would be no retrenchment of any employee who were in the service as on the appointed date. The observations made in paragraphs 22(c, d e) are only statement of facts, hence they need not be considered. 10. Finally the Official Liquidator (OL) accepted the submissions made by the Petitioners and did not raise any objections for accepting the Scheme of Arrangement of the Petitioners Companies. 11. Considering the entire facts and circumstances of the case and on. perusal of the Scheme, reports of the Regional Director, Official Liquidator, and reply/undertakings of the Petitioner Companies thereon and the documents produced on record, the Scheme of Arrangement appears to be fair and reasonable and is not contrary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this Tribunal shall issue the certified copy of this order along with the Scheme immediately. f) The Petitioner Companies are directed to take appropriate steps to submit the said Scheme to Registrar of Companies within 30 days from the date of receipt of copy of this order. g) The Petitioner Companies are directed to issue newspaper publication with respect to approval of Scheme of Arrangement, in the same newspaper in which previous publications were issued in order to ensure transparency/dissemination of complete information to all concerned parties about the approval granted by the Tribunal for the Scheme as proposed. h) The Petitioner Companies are further directed to take all consequential and statutory steps required i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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