TaxTMI 
TaxTMI 
2021 (6) TMI 237
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....y as on 31.03.2020 is Rs. 23,00,00,000/- divided into 23,00,000 equity shares of Rs. 100/- each. The issued, subscribed and paid-up equity share capital is Rs. 23,00,00,000/- divided into 23,00,000 equity shares of Rs. 100/- each. The Transferor Company is engaged into the business of Dealers, Agents, Buyers, Sellers, Manufacturers Representatives, whole sellers, retailers, imports and exporters of all kind of food products, vegetable products, Agricultural Products and other allied products etc. II. In respect of Transferee Company: The Authorised Share Capital of the Transferee Company as on 31.03.2020 is Rs. 41,00,00,000/- divided into 4,10,00,000 equity shares of Rs. 10/-. The issued, subscribed and paid up equity share capital is Rs. 38,27,27,280/- divided into 3,82,72,728 equity shares of Rs. 10/- each. The Transferee Company is engaged into the business of manufactures, producers, processors, refineries, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, intenders, preservers, bottlers, packers, movers, stockists, agents deal in rice, food, meat etc. 4. The Petitioner Companies have filed Company Applicat....
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.....e. 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 inefficiencies by reducing duplication of functions. 8. Heard Learned Counsels appearing for the Petitioners, RD and OL and perused the records. 9. The Official Liquidator vide his Report dated 02.02.2021 while reiterating the averments made in the Petition submitted that the affairs of the Petitioner Companies appears to have not been conducted in a manner pre-judicial to the interests of the members or to the public, subject to ....
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....eme to be filed in Form No. INC-28 with the concerned office of Registrar of Companies. The Petitioner Companies undertake to file e-Form No. INC-28 with the Registrar of Companies, Andhra Pradesh, after the confirmation of order scheme as approved by the Hon'ble Tribunal as per Rule 17(2) of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2013. 2. As per Clause 1.5 of Part-A of the proposed Scheme the appointed date is mentioned as 01.04.2019. As the appointed date is more than one and half year old, Hon'ble Tribunal may be pleased to direct the Petitioner Companies to change the appointed date to 01.04.2020 which is in conformity with the Ministry'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 Rs. 1,09,15,140/- in the Transferee Company as on 31.03.2020. The meeting was scheduled on 23.10.2020. Affidavit o....
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.... relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law. d) The Petitioner Companies are directed to preserve their books of accounts and papers and records and not to dispose of without the prior permission of the Central Government in terms of provisions of Section 239 of the Companies Act, 2013. e) All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar of this Tribunal. The Registrar of 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 Amalgamation, 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 ....