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TMI Blog2021 (11) TMI 844X X X X Extracts X X X X X X X X Extracts X X X X ..... aprolu Rajani, J. (Member (J)) For the Appellant : Vivek Ganesh, Advocate For the Respondents : Atchuta Ramaiah, JD ORDER Telaprolu Rajani, J. (Member (J)) 1. This Petition is filed by the Petitioner Companies i.e., M/s. Navaneeta Agritech Private Limited (Transferor Company-1), M/s. Navaneeta Agriculture Development Company Private Limited (Transferor Company-2) and M/s. Navayuga Engineering Company Limited (Transferee Company) jointly under Section 23(1)(b) Read with Section 232 of the Companies Act, 2013, Read with Rule 15 (1) of Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and Rule 23A of the National Company Law Tribunal Rules, 2016 seeking for sanction of the arrangement filed on behalf of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /- and investment in equity instruments of other entities of ₹ 1,78,87,500/-. The authorised capital is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10/- each. The issued, subscribed and paid-up capital is ₹ 1,00,000/- consisting of 10,000 equity shares of ₹ 10/- each. The main objects of the Transferor Company-2 are also the same as that of the Transferor Company-1. 6. The Transferee Company was incorporated under the Companies Act, 1956 on 06.11.1986 and was converted into a Public Company on 01.07.1993 and is an unlisted Public Company within the meaning of Section 2 (71) of the Companies Act, 2013 and its registered office at Visakhapatnam. The authorised capital is ₹ 40,50,00,000/- divided ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ect from the appointed date, and all suits, actions and other legal proceedings by or against any of the Transferor Companies under any statute or otherwise, whether pending or arising, before the appointed date shall be continued and enforced by or against the Transferee Company. All permanent employees, if any, of the Transferor Companies as on effective date shall from such date, become employees of the Transferee Company in accordance with Clause-7 of the Scheme. 9. The Transferee Company has by a resolution passed at an Extra Ordinary General Meeting held on 30.04.2021 increased its authorised share capital by ₹ 9,50,00,000/- to ₹ 50,00,00,000/- comprising of 5,00,00,000 equity shares of ₹ 10/- each. 10. There a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferee Company was held on 18.06.2021. The scheme was approved by a majority constituting 251 unsecured creditors. The assets of the Transferee Company are sufficient to meet all the liabilities of the Petitioner Companies after the Arrangement. 15. The audited financial statements for the financial year ending by 31.03.2020 and unaudited financial statements as on 31.12.2020 are annexed to the Petition. 16. The Statutory Auditors reports dated 19.02.2021 of the Transferor Companies and Transferee Company have confirmed that the accounting treatment proposed in the Scheme of Arrangement is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013. 17. The Scheme will benefit the respecti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... submits that there are 8 cases pending against the Transferor Companies under Section 9 of IBC, 2016 by the Operational Creditors and hence their interest need to be safeguarded. In answer to the said contention the Counsel for the Petitioner Companies submits that they have, in their affidavit, mentioned that with regard to the observation 6 of the report of the Regional Director (RD), the claims made by the Operational Creditors of the Transferee Company shall have no impact on the Scheme of Arrangement, with respect to the Transferee Company, as a Transferee Company shall continue to exist as the surviving entity in the process of Arrangement of the Transferor Companies and shall continue to be responsible for the debts of its Creditors. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iate steps to submit the said Scheme to Registrar of Companies within 30 days from the date of receipt of copy of this order. e) The debts of the Operational Creditors in the pending cases shall be discharged in accordance with the order of the Tribunal before which the cases are pending. f) The Petitioner Companies are directed to issue newspaper publication with respect to approval of the Scheme of Arrangement, in the same newspapers in which previous publications were issued. g) The Petitioner Companies are further directed to take all consequential and statutory steps required in pursuance of the approved Scheme of Arrangement under the provisions of the Companies Act, 2013 and submit necessary compliance and undertaking ..... X X X X Extracts X X X X X X X X Extracts X X X X
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