- (1.) The Company Petitions bearing No. C.P.Nos.22 & 23 of 2016 are filed by M/s.VBC Ferro Alloys Limited & M/s. VBC Power Company Limited, U/s 391 and 394 of Companies Act, 1956 before the High Court of Judicature at Hyderabad for the State of Andhra Pradesh and Telangana by inter alia seeking to sanction the Scheme of Arrangement between M/s. VBC Ferro Alloys Limited (Transferor Company) and M/s. VBC Power Company Limited (Transferee Company) and their Respective Shareholders with effect from 01.04.2014 as approved by the Shareholders and Secured Creditors of both the Companies etc.
(2.) The cases are initially instituted before the Hon'ble High Court, and the same were transferred to this Bench. Accordingly, the cases were listed before this Bench for hearing on various dates viz 31.01.2017, 15.02.2017, 08.03.2017, 20.03.2017, 03.04.2017, 25.04.2017, 05.06.2017, 19.06.2017, 12.07.2017, 31.07.2017 and 10.08.2017.And the counsels appearing for the parties have taken adjournments on one ground or the other.
(3.) Brief facts, as mentioned in the Company petitions , which are relevant to the issue in question, are as follows: If 1) Details of Transferor Company: i) M/s. VBC Ferro Alloys Limited (hereinafter referred to as "VBC FERRO" / Transferor Company) was originally incorporated as Public Limited Company under Companies Act 1956 on 03.10.1981 under certificate of incorporation No. 01-3223 of 1981-82. It Registered Office is situated at 6-2-913/914,3rd Floor, Progressive Towers, Khairatabad, Hyderabad - 500 004, Telangana. ii) The Authorised Share Capital of Transferor Company as on 31.03.2015 is Rs.20,00,00,000/-divided into 2,00,00,000 equity shares of Rs.10/- each. The Issued Share Capital of Transferor Company as on 31.03.2015 is Rs.4,39,64,500/- divided into 43,96,450 equity shares of Rs.10/- each and Subscribed and fully paid up capital is Rs.4,39,43,500/- divided into 43,94,350 equity shares of Rs.10/- each. iii) The main objects of Transferor Company are as follows: a) To take over the Registration No. IND/GR IV/54/36/80-81/2017, dated 25.07.1981 of the Govt, of India for the establishment of Ferro Silicon Factory and doing all such other things as are incidental to the attainment of the above subject; b) To carry on the business of manufacture of Ferrous and Non Ferrous metals, Alloy Steels etc c) To establish, provide, main and conduct factories for the manufacture of electrochemical and electro metallurgical products etc d) To generate, harness, develop, accumulate, distribute and supply electricity by setting up power plants by use of liquid, gaseous or solid fuels for the purpose of light, heat, motive power etc. 2) Details of Transferee Company: i) M/s. VBC Power Company Limited (hereinafter referred to as "VBC POWER" / Transferee Company) was incorporated as Public Limited Company on 29.11.2012in the State of Andhra Pradesh under Corporate Identity No. U40108AP2012PLC084470 of 2012-13. Its Registered Office is situated at 6-2-913/914,3rd Floor, Progressive Towers, Khairatabad, Hyderabad-500004, Telangana. ii) The Authorised Share Capital of Transferor Company as on 31.03.2015 is Rs.5,00,000/-divided into 50,000 equity shares of Rs.10/-each. The Issued, Subscribed, and Paid up Share Capital of Transferee Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each fully paid up. iii) The main objects of Transferee Company are anv as follows: a) To generate, harness, develop, accumulate, distribute and supply 'A' electricity by setting up power plants by "" use of liquid, gaseous or solid fuels for the purpose of light, heat, motive power etc. b) To acquire concessions or licenses granted by or to enter into contracts with the Government of India, or any State Government, Municipal or local authority, Company or person in India or with any other countries for the construction and maintenance of any electric installation for the production, transmission etc;