TaxTMI 
TaxTMI 
2019 (2) TMI 1756
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....mited (Transferee Company) 2. Brief Facts, leading to filing of the present Company Petition, are as under: a) The Petitioner Company, Shriram Chits Private Limited, was incorporated on 8^th December, 1981, under the name and style of "Shrilekha Chit Funds & Investments Private Limited" in the state of Andhra Pradesh under the Companies Act, 1956. The name of the Company was subsequently changed to "Shriram Chits Private Limited" on 16th December, 1988. The registered office of the Petitioner Company is situated at 44, Sarojini Devi Road, Secunderabad- 500003. b) The Authorized, Issued, Subscribed and Paid Up Share Capital of the Transferor Company -1 as on 3 1st March,2017 is as follows: Particulars As at 31^st March 2017 Number Amount a. Authorised Equity Shares of Rs. 100 each 13,00,000 13,00,00,000 6% Cumulative Convertible Preference Shares of Rs. 100 each 2,00,000 2,00,00,000 Total 15,00,00 15,00,00,000 b. Issued Equity Shares of Rs. 100 each 802500 80250000 c. Subscribed and Paid up Equity Shares of Rs. 100 each 802500 80250000 c) The Petitioner Company is ....
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....stronger and more significant footprint in this line of business. viii. The proposed amalgamation will result in administrative and operational rationalization, organizational efficiencies, reduction in overheads and other expenses and optimal utilization of various resources. It will prevent cost duplication that can improve financial efficiencies and the resultant operations would be substantially cost-efficient. Consequently, the Transferee Company will be able to achieve better cash flows. The synergies created by the amalgamation would increase operational efficiency and integrate business functions. ix. The Shriram Group has its headquarters in Chennai. Therefore, in addition to utilizing talents and maximizing effective use of group resources, the shifting of the Registered Office of the Transferee Company to the State of Tamilnadu, will also enable the amalgamated entity to operate the combined business out of one center, which is also the Headquarters of the entire group, while expanding its presence across the country. Such shifting will ensure administrative ease and convenience, greater control, and reduced costs. x. The change in the name of ....
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....Affairs, Hyderabad vide his Affidavit dated 02.11.2018 has stated that the case may be disposed of on merits while considering certain observations received from the Register of Companies, Hyderabad. Some of the observations of ROC Hyderabad are as follows: a. The Tribunal may direct the Petitioner Company to preserve its books of accounts and papers and records and not to dispose off without the prior permission of the Central Government in terms of provisions of Section 239 of the Companies Act, 2013. b. The Tribunal may direct that the Petitioner Company to ensure statutory compliance of all applicable laws on sanctioning of the present scheme and shall not be absolved from any of its statutory liability in any manner. c. The Tribunal may direct that the Petitioner Company, involved in the scheme to comply with Rule 17 (2) of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 with respect to filing of order for confirmation of scheme to be filed in Form No. Inc-28 with office of RoC(H). d. The Tribunal may direct the Petitioner Company to comply with the condition imposed by the Sectoral Regulator including Register of Chits,....
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....funds collected from the subscribers. The amalgamation of Petitioner Company with Transferee Company would in no manner affect the chit subscribers and their chit subscription will continue with the transferee company in the same manner as if it was conducted by the petitioner company. 13. No opposition to the Scheme has been received from anyone in response to the Notice of the date of hearing of the instant company petition published on 05.09.2018 in the Hyderabad editions of "Business Standard" (English) and "Nava Telangana" (Telugu) newspaper dailies. 14. This tribunal by order dated 04.01.2019 ordered notices to Register of Chits for the State of Telangana and State of Andhra Pradesh and the petitioner filed compliance memo on 22.01.2019 of serving of notices to register of chits through Indian Post and same was delivered on 15.01.2019. No representation received from the Register of Chits. 15. I have seen the scheme. The scheme is in conformity with applicable accounting standards. The scheme of Amalgamation will not prejudicially affect the interests of any stakeholders. The Appointed date of the Scheme is 01.04.2017. 16. On perusal of scheme of Amalgamation it a....