Nagineni Natural Resources Private Limited v. -
HON'BLE SRI JUSTICE A.RAMALINGESWARA RAO C.P.Nos.325 & 326 of 2016 COMMON ORDER Both the company petitions are filed seeking sanction of the Scheme of Arrangement so as to be binding on all the shareholders, creditors and employees of the transferor company as well as the transferee company.
The petitioner in C.P.No.325 of 2016 was incorporated on 22.7.2008 and it is having registered office at Hyderabad in the State of Telangana. The authorized share capital of the transferor company is Rs.4,00,00,000/- divided into 40,00,000 equity shares of Rs.10/- each. The issued subscribed and paid up share capital is Rs.3,60,90,630/- divided into 36,09,063 equity shares of Rs.10/- each. The Board of Directors of the company met on 08.08.2016 approved the Scheme of Arrangement transferring the Food Park Division of its company to the transferee company, which is 100% subsidiary. The transferor company has six shareholders and they have given their consent to the said Scheme of Arrangement. Accordingly, the meeting was dispensed with by order dated 18.8.2016 in C.A.No.1131 of 2016. The transferor company has no secured creditors.
The unsecured creditors amounting to Rs.67,68,519/- also gave no objection to the said scheme of arrangement. The company petition was admitted on 22.9.2016. Similarly, C.P.No.
company. It has registered office at Hyderabad in the State of Telangana. Its authorized share capital is Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each and the issued, subscribed and paid up share capital is same. The Board of Directors at their meeting held on 8.8.2016 approved the Scheme of Arrangement. The transferee company has two shareholders, who have given their consent. In view of the same, the meeting of the shareholders was dispensed with by this Court in C.A.No.1132 of 2016, dated 18.8.2016. The transferee company has no secured creditors and the unsecured creditors amounting to Rs.39,763/- have given their no objection certificates. The company petition was admitted on 22.9.2016.
After admitting the company petitions as aforesaid, appropriate notices were issued to the Central Government (Regional Director) and Registrar of Companies, Hyderabad. Due notices were also published in the "Business Standard" English Daily and "Andhra Bhoomi" Telugu Daily, having circulation in the State of Telangana on 10.10.2016.
The Regional Director filed his report stating that no comments were received from the Income Tax Department even though a letter was addressed on 6.10.2016 for submitting their comments. The Registrar of Companies, Hyderabad reported that the petitioner companies involved in the Scheme of Arrangement are regular in filing the statutory returns, no complaints, no investigations and no inspections are pending against them.
In view of the same, the Company Petitions are ordered by sanctioning the Scheme of Arrangement so as to be binding on all the shareholders and unsecured creditors of both the companies and both the companies shall file a copy of the order within thirty days from the date of receipt of copy of the order with the Registrar of Companies for Registration.
Accordingly, Company Petitions are ordered.
___________________________________ JUSTICE A.RAMALINGESWARA RAO 30th November, 2016 rkk