Company Petition Nos. 179, 180 and 181 of 2016. Case: In Re: Varalakshmi Agencies Pvt. Ltd. (VAPL) Vs. High Court of Andhra Pradesh (India)

Case NumberCompany Petition Nos. 179, 180 and 181 of 2016
JudgesA. Ramalingeswara Rao, J.
IssueIncome Tax Act, 1961 - Section 72A
Judgement DateDecember 13, 2016
CourtHigh Court of Andhra Pradesh (India)

Order:

A. Ramalingeswara Rao, J.

  1. These three Company Petitions are being disposed of by this common order as they relate to a proposed composite scheme of demerger and amalgamation among the petitioners.

  2. All these Company Petitions are filed seeking to sanction the proposed composite scheme of demerger and amalgamation among the three companies so as to be binding on all the respective shareholders of the three companies with effect from the effective date i.e., on 01.4.2015.

  3. Company Petition No. 179 of 2016 is filed by M/s. Varalakshmi Agencies Private Limited (for short 'VAPL')-Resulting Company.

  4. It is stated that it was incorporated on 01.10.2014 and is having its registered office at Tripuraneni Habitat, 59-1-3, 4F-5A, Siddhartha Nagar, Gayatri Nagar, Christurajpuram, Vijayawada, Andhra Pradesh; that its authorised share capital is Rs. 1 lakh divided into 10,000 equity shares of Rs. 10/- each; and that its Board of Directors met on 24.3.2016 and passed a resolution approving the proposed scheme.

  5. Company Petition No. 180 of 2016 is filed by M/s. Varun Ventures Private Limited (for short 'VVPL')-demerged/transferee company.

  6. It is stated that it was incorporated on 10.8.1989 and is having its registered office at 36-12-6, Shantinagar, Vijayawada, Andhra Pradesh; that its authorised share capital is Rs. 1,15,00,000/- divided into 10 lakhs equity shares of Rs. 10/-each, 5 lakhs equity shares with differential voting rights of Re. 1/- each and 1 lakh 6% redeemable preference shares of Rs. 10/- each; that its Board of Directors met on 24.3.2016 and passed a resolution approving the proposed scheme.

  7. Company Petition No. 181 of 2016 is filed by M/s. Spartex Building Products Limited (for short 'SBPL')-transferor company No. 2.

  8. It is stated that it was incorporated on 20.02.2008 and is having its registered office at 36-12-6, Shanthinagar, Mogalrajpuram, Vijayawada, Andhra Pradesh; that its authorised share capital is Rs. 10 lakhs divided into 1 lakh equity shares of Rs. 10/- each; that its paid up capital is Rs. 5 lakhs divided into 50,000 equity shares of Rs. 10/- each; and that its Board of Directors met on 24.3.2016 and passed a resolution approving the proposed scheme.

  9. It appears that in respect of transferor company No. 1, which is situated in the State of Tamilnadu, Company Petition No. 261 of 2016 was filed in the High Court of Madras and the same was ordered on 18.11.2016.

  10. The proposed composite scheme of demerger...

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