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TMI Blog2021 (6) TMI 237X X X X Extracts X X X X X X X X Extracts X X X X ..... ') between the Petitioner Companies and their respective shareholders and creditors. 2. The Registered Office of the Petitioner Companies are situated in the State of Andhra Pradesh and therefore within the jurisdiction of this Tribunal. 3. Details of the Petitioner Companies are as follows: I. In respect of Transferor Company The Authorised Share Capital of the Transferor Company 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and also dispensed with convening the meeting of the Trade/Sundry Creditors of the Transferee Company. The Tribunal also ordered to convene the meeting of the Trade/Sundry Creditors of the Transferee Company and appointed Shri J. Basavaraju, Advocate as Chairman and Shri A. Ravi Shankar, PCS as Scrutinize. 5. Shri J. Bassavaraju, Chairman of the meeting of the Trade/Sundry Creditors of the Transferee Company filed his report stating that the meeting was convened on 23.10.2020 at 11 AM through Video Conferencing/other audio visual means. The said meeting was attended by 34 (thirty four) Trade/Sundry Creditors in person and through their authorized represented to whom, the Transferee Company owes an amount of Rs. 43,07,27,739/- constituting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 the following observations. The Petitioner Companies vide its reply affidavit dated 08.03.2021 submitted the following:- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bsp;b) Hon'ble Tribunal may be pleased to direct the Petitioner Companies to ensure statutory compliance of all applicable laws and also on sanctioning of the present scheme the applicant company shall not be absolved for any of its statutory liability in any manner. The Petitioner Companies undertake to ensure statutory compliances of all applicable laws during and upon sanctioning of the Scheme and confirm that they shall not be absolved for any of its statutory liability in any manner. c) Hon'ble Tribunal may be pleased to direct the Petitioner Companies, to comply with Rule 17(2) of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2013 with respect to filing of order for confirmation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le Tribunal may be pleased to direct the Transferee Company to furnish an affidavit to the effect that the Transferee Company is ready to pay the dues i.e. Trade/Sundry Creditors as and when due. The Petitioner Companies under take to repay the dues of Trade/Sundry Creditors as and when due. 11. The RD has filed his additional report dated 12.03.2021 reiterated the averments made by the Petitioner Companies in their reply and submitted that the Hon'ble Tribunal may kindly decide the matter on merits. 12. Petitioner Companies enclosed Certificates from Auditors namely M/s. Brahmayya & Co., Chartered Accountants, stating that Accounting Treatment adopted in the proposed Scheme is in conformity with Accounting Standards ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ner 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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