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TMI Blog2019 (11) TMI 1651X X X X Extracts X X X X X X X X Extracts X X X X ..... Economic Zone Act, 2005 and these benefits continue to be enjoyed by the Company under the new management of the Applicant. Application disposed off. - IA No.1038 of 2019 In CP (IB) No.343/7/HDB/2018 - - - Dated:- 26-11-2019 - Hon'ble Shri Ratakonda Murali, Member (Judicial) And Hon'ble Shri Narender Kumar Bhola, Member (Technical) For the applicant: Shri S. Chidambaram (PCS) And Shri Rajasekhar Gopalajosula For the Respondent: Ms. G. Kalpana (Liquidator) ORDER Per Hon'ble Shri Ratakonda Murali Member (Judicial) 1. The Company Petition is filed under section 7 of the IB Code, 2016. The present application is filed under section 60(5)(c) of Insolvency Bankruptcy Code, 2016 by the successful bidder of the E-Auction conducted on 22.10.2019 for sale of Southern Online Bio Technologies Limited (the corporate debtor) as a going concern by the Liquidator, Ms. G. Kalpana. The applicant is the purchaser of the corporate debtor- company as a going concern during liquidation. 2. The applicant/ successful bidder has, inter alia, prayed that (a) he may be permitted to transfer the entire bid amount to the corporate debtor/ liqu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t to show the status of the corporate debtor in the ROC records as 'active' from the status of 'liquidation' and that the listing rights of the corporate debtor be restored and the shares of the corporate debtor allotted pursuant to liquidation process shall get listed on the relevant stock exchanges. (i) a direction be issued that upon-transfer of the entire bid amount, the Board of Directors of the corporate debtor be re-constituted as per the Companies Act and the SEBI guidelines and that the following individuals be permitted to act as Directors of the corporate debtor duly appointed under the provisions of the Companies Act, 2013, and direct the Registrar of Companies to do all such acts, deeds and things that are necessary to appoint the following individuals as directors of the corporate debtor, who are individuals recommended by the applicant, in order to enable the company to file relevant returns required by applicable law: Name of the proposed director S/Shri DIN Devaiah Pagidipati 05147621 Brijmohan Venkata Mandala 0029532 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,000 4. Rajasekhar Gopalajosyula 1,000 5. Gottipati Venkata Rama Krishna Prasad 1,000 6. Raghuram Garimella 1,000 7. Komma Redd Fatima Redd 1,000 4. The respondent/ Liquidator has filed Counter Affidavit dated 19.11.2019 stating that the highest amount offered by one of the resolution applicants in the Resolution Plan being ₹ 36,08,29,915/- has been rejected by the Committee of Creditors and the respondent has been advised to file an application before this Tribunal to liquidate the corporate debtor. Vide order dated 16.07.2019 passed in IA No.565 of 2019 this Tribunal has appointed the respondent as Liquidator to conduct the liquidation process of the corporate debtor. 5. It is submitted in the counter that three notices of sale dated 05.09.2019, 29.09.2019 and 13.10.2019 scheduling the e-auction on 20.09.2019, 10.10.2019 and 22.10.2019 respectively have been issued. First two auction notices dated 05.09.2019 an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... de. 10. NCLT is the competent authority and has jurisdiction to entertain and dispose of all the matters concerned under Clause 60 (5) (c) of the Code. Learned PCS further contended that the Applicant is entitled to seek reliefs basing on the power given to the Tribunal under Section 60 (5) (c) of IBC. These questions arise during liquidation and hence, it is the Adjudicating Authority to decide the reliefs prayed by the Applicant. 11. The Liquidator has filed counter. She has stated that as per the decision of the stakeholders, the assets of the Corporate Debtor is ordered to be sold as on going concern because Corporate Debtor is having business activities at two places, one at Nalgonda in Telangana State and another located at APSEZ in Visakhapatnam in Andhra Pradesh as such the Liquidator contended that sale of the assets of the Corporate Debtor is not feasible and does not fetch more value and Bio Diesel Plant located in APSEZ avails many benefits under SEZ Act and Rules made thereunder and if the assets are sold by other means like standalone basis, shifting of plant and machinery from the SEZ location to another location attracts heavy duties imposed under SEZ Act. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No doubt, Liquidation Process Regulations do not provide for granting specific type of reliefs to the Applicant. However, when Corporate Debtor is being sold as an ongoing concern, naturally the purchaser is entitled for consequential reliefs to achieve the object of running the unit as ongoing concern. Therefore, it is a fit case to grant certain reliefs in favour of the Applicant / purchaser which are more or less in the nature of complying necessary provisions of Companies Act, 2013. Regarding tax reliefs, it is always open to the purchaser to approach the concerned parties and seek reliefs. 15. We will deal with the reliefs prayed for separately. The Applicant requested the Tribunal to allow him to pay the bid amount to the Liquidator i.e. ₹ 45 crores against which new equity capital shall be created by Applicant and the balance amount of ₹ 6.7 crores in the form of unsecured debt. The Liquidator is directed to look into the request of Applicant and accordingly permit the Applicant to pay the bid amount in the form suggest by the Applicant if permissible. 16. The Applicant further prays that a direction be given that he will be entitled to all rights, ti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... umber of shares to be allotted of ₹ 10/- each (face value) 1. Devaiah Pagidipati 4,49,94,000 2. Rudramma Devi Pagidipati 1,000 3. Brij Mohan Mandala 1,000 4. Rajasekhar Gopalajosyula 1,000 5. Gottipati Venkata Rama Krishna Prasad 1,000 6. Raghuram Garimella 1,000 7. Komma Redd Fatima Redd 1,000 The total allotment of shares 4,50,00,000 at a face value of ₹ 10/- each which comes to 100% equity of the Corporate Debtor. Since the Applicant is the purchaser of the Corporate Debtor Unit as ongoing concern, the Applicant is entitled to make allotment of shares as he desires as per the provisions of the Companies Act, 2013 by following the procedure prescribed thereunder. 21. The Applicant is also entitled to list shares as per the p ..... X X X X Extracts X X X X X X X X Extracts X X X X
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