Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing CP(CAA) No. 85/230/HDB/2017 is filed by the Petitioner/Demerged Company, U/s. 230 to 232 and other applicable provisions of the Companies Act 2013 by seeking the Tribunal the following reliefs:- a) To sanction the Scheme of Arrangement involving demerger between Srinivasa Farms Private Limited (Petitioner/Demerged Company) and Samyukta Foods Private Limited (Resulting Company) under Sections 230 to 232 of the Companies Act, 2013 and declare the same to be binding on both the Petitioner Company and the Resulting Company. b) Order the copy of Scheme of Arrangement involving Demerger to be made part of this Order. c) Liberty be given to the Petitioner to apply to the Tribunal in the above matter for any direction that may be necessary. d) All the property, rights and powers of Demerged Business of the Demerged Company be transferred with effect from the Appointed Date without further act or deed to Resulting Company and vest in Resulting Company. e) All the debts, liabilities, duties and obligations of Demerged Business of Demerged Company be transferred with effect from the Appointed Date, without further act or deed to Resulting Company and accordingly the same shall, become the debts, liabilities, duties and obligations of Resulting Company. f) All proceedings and/or suits and/or appeals now pending by or against Demerged Business of Demerged Company be continued by or against Resulting Company.
(2.) Brief facts, leading to the filing of present case, are as follows: A) In respect of Petitioner/Demerged Company: (a) Srinivasa Farms Private Limited, the Demerged Company, was originally incorporated under the Companies Act, 1956 as a Private Limited Company on 02.06.1983 under the name M/S. Srinivasa Poultry and Cattle Feeds Private Limited. The name of the Company subsequently changed to M/S. Srinivasa Foods and Feeds Private Limited on 28.03.2001. Later on, the name of the Company changed to M/S. Srinivasa Farms Private Limited on 04.09.2014. The Registered Office situated at Plot No. 512, Road No. 31, Jubilee Hills, Hyderabad-500 033. (b) The Authorised share capital of the Petitioner Company is Rs. 11,30,00,000/- divided into 98,00,000 equity share of Rs. 10/- each and 1,50,000 Redeemable Non-cumulative Preference share of Rs. 100/- each. The issued, subscribed and paid up share capital is Rs. 2,50,000/- divided into 25,000 Equity Shares of Rs. 10/- each. (c) The main objects of Company as set out in its Memorandum, in brief, are as follows: To carry on business in India or Abroad as dealers and producer of poultry feeds, cattle feeds and all kinds of farms whatsoever, to carry on in India and Abroad business a poultry farmers, cow keepers, farmers, millers, tiller, market gardeners and manufacturers of all kind of condensed milk, meats and eggs and preserved provisions of all kinds etc. (d) The Company is predominantly dealing in manufacturing and sale of poultry feed. B) In respect of Resulting Company: (a) Samyukta Foods Private Limited, the Resulting Company herein, was incorporated as a Private Limited Company on 31.12.2015, under the Companies Act, 1956 and having its Registered Office situated at Plot No. 512, Road No. 31, Jubilee Hills, Hyderabad, Telangana-500068. (b) The present Authorised Share Capital of the Company is Rs. 3,20,00,000/- (Rupees Three Crores and Twenty Lakhs only) divided into 1,00,000 Equity Shares of Rs. 10/- each and 31,00,000 Non-convertible Non-cumulative redeemable preference shares of Rs. 10/- each. The issued, subscribed and paid up capital is Rs. 3,05,00,000/- (Rupees Three Crores and Five Lakhs only) divided into 50,000 Equity Shares of Rs. 10/- each and 30,00,000 Non-convertible Non-cumulative redeemable preference shares of Rs. 10/- each. (c) The main objects of Company, as set out in its Memorandum, in brief, are as follows:- To carry on business in India or Abroad as dealers and producers of poultry feeds, cattle feeds and all kinds of foods and feeds whatsoever, to carry on in India and Abroad business as poultry farmers, cow keepers, farmers, millers, tiller, market gardeners and manufacturers of all kind of condensed milk, meats and eggs and preserved provisions of all kinds etc. (d) The Company is predominantly dealing in manufacturing and sale of poultry feed.
(3.) The Petitioner/Demerged Company propose the Scheme of Arrangement for the following reasons: (i) The Petitioner/Demerged Company undertakes it business in different segments and one among them is feed division and it comprises of Atkur Plant and Morsapudi Plant. The scheme provides for demerger of Atkur division including operational feed plant along with all the related assets and liabilities of Demerged Company into Resulting Company. The demerger will result in reduction of adverse business synergies and will therefore align both the entities with their long term growth strategy and the scheme will facilitate the Demerged Company to invite strategic partners without any adverse impact on the valuations. (ii) The demerger will facilitate an appropriate value creation for the shareholders by enabling to implement the management's business strategy in long term. (iii) The demerger will result in clarity on financial position of each entity separately and will therefore benefit the lender of the respective companies to evaluate and be more certain about the lending.;