Avanthi Warehousing Services Private Lim Ited Vs

Telaprolu Rajani, Member (J)

The present Company Application filed under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 seeking permission to dispense with the meetings of the Equity Shareholders, Secured and Unsecured Creditors of the both the Applicant Companies for consideration of the Scheme of Arrangement (the Scheme for short) between the Applicant Companies.

The Registered Office of the Applicant Companies are situated in the State of Andhra Pradesh. The Registered Office of the Transferor Company-2 and Transferee Company-2 are situated in the State of Telangana.

The Demerged/Transferee Company-1 Company was incorporated as a Private Limited Company on 11.02.1977. The Authorised Share Capital as on 31.03.2020 is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up equity share capital is Rs.l 1,83,80,700/- divided into 1,18,38,070 equity shares ofRs.10/- each. The main objects of the Company are to construct, build, equip, finance, own and maintain and to carry on the business as keepers of warehouses, storage chambers, cold storages, godowns, ice-plants, freezing houses, refrigerators and to provide facilities for storage commodities, products, articles and things of every nature, kind and description etc.

The Transferor Company-1 was incorporated as a Private Limited Company on 08.06.2000. The Authorised Share Capital as on 31.03.2020 is Rs.l 1,00,00,000/- divided into 1,10,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up equity share capital is Rs. 10,50,00,000/- divided into 1,05,00,000 equity shares of Rs.10/- each. The main objects of the Company are to carry on the business of producing, manufacturing, sale, purchase, processing, export, import, deal and trade in, produce all food products, cereal products, beverages, tea, coffee, cocoa, seeds, fruits, vegetable and products thereof, provisions of all kinds, plantations, natural and synthetic rubber, cattle food, oil extractions, and manufacturers, millers, four milling, cold storage plants and refrigeration equipment and other apparatus for preservation of agricultural and dairy produce, poultry products and foodstuff, and to take up and deal in such goods or activity as may be required by business, etc.,

According to the Applicant Companies, the proposed Scheme will reduce administrative costs and also result in reduction of overheads and other expenses, reduction administrative and procedural work, enable the Demerged Company/amalgamated Company, Resulting Company to affect internal economies and optimize profitability as also to reduce administrative inefficiencies by reducing duplication of functions. It also results in operational convenience in terms of execution of contracts for Resulting Company and provision of related services regarding Asset Business in Demerged Company/First Transferee Company. In order to achieve the aforesaid objectives, the Board of Directors of the Applicant Companies have proposed to consolidate the First Transferor Company and the Transferee Company into a Single Company by assimilating the Asset businesses carried on by the First Transferor Company and the First Transferee Company after demerger of "Service Undertaking" from Demerged Company/First Transferee Company to Resulting Company.

The Board of Directors of the Applicant Companies in its Board Meetings held on 23.03.2021 has approved the Scheme with appointed date as 01.04.2020, subject to the approval of its shareholders and creditors.

There are no proceedings pending under Section 210 to 227 of the Companies Act, 2013, against any of the Applicant Companies.

The Demerged Company/First Transferee Company has filed certificate of the Auditor stating that as on 20.03.2021 there are 7 (seven) equity shareholders together holding 10,50,000 equity shares of the Demerged Company and they have given their consent by way of affidavits.

The Demerged Company/First Transferee Company has filed certificate of the Auditor stating that as on 20.03.2021 there are 2 (two) Secured Creditors and they have given their consent.

The Demerged Company/First Transferee Company has filed certificate of the Auditor stating that as on 31.01.2021 there are 2 (Two) Unsecured Creditors in the Demerged Company and they have given their consent.

The First Transferee Company has filed certificate of the Auditor stating that as on 20.03.2021 there are 2 (two) Secured Creditors and they have given their consent.

The First Transferee Company has filed certificate of the Auditor stating that as on 31.03.2021 there are 2 (two) Unsecured Creditors and they have given their consent.

Heard the submissions made in this regard by the Counsel for the Applicant Companies and perused the documents filed.

The Equity Shareholders of both the Applicant Companies have given consent affidavits agreeing to the Scheme and hence the meeting of the Equity Shareholders of both Applicant Companies is dispensed with, in tenns of Section 230(9) of the Act.

The Secured Creditors of both the Applicant Companies have given consent affidavits agreeing to the Scheme and hence the meeting of the Secured Creditors of both Applicant Companies is dispensed with, in terms of Section 230(9) of the Act.

The Unsecured Creditors of both the Applicant Companies have given consent affidavits agreeing to the Scheme and hence the meeting of the Unsecured Creditors of both Applicant Companies is dispensed with, in terms of Section 230(9) of the Act.

In compliance of sub section(5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, 2016, the applicant company shall send notice under sub section (3) of Section 230 read with Rule 6 of the Rules with a copy of the Scheme, the explanatory statement and the disclosures mentioned in Rule 6 to (a) the Central Government through the Regional Director, South Eastern Region; (b) the Registrar of Companies, Andhra Pradesh; (c) the Income Tax Authorities; and (d) the Official Liquidator. The said notices be sent either by Registered Post or by Speed Post or by Hand Delivery at the Offices of the authorities as required by sub rule (2) of Rule 8 of the Rules. The aforesaid authorities, who desire to make any representation under sub section (5) of section 230 shall send the same to this Tribunal within a period of 30 (thirty) days from the date of receipt of such notice, failing which it shall be deemed that they have no representation to make on the proposed Scheme.

With the above directions, the Company Application i.e. CA(A) Merger & Amalgamation No. 6/230/AMR/2021 is disposed of.