Ravikumar Duraisamy, Member - (1.) The present petition is filed under Sections 391 to 394 of the Companies Act, 1956, praying this Tribunal to; "a) Sanction the Scheme of Arrangement, with such modifications as may be deemed fit and necessary by this Hon'ble Court, so as to be binding on the Transferee Company and all the equity shareholders, the secured creditors and the unsecured creditors of the Transferor Companies. b) That all the property, rights and powers of the Transferor companies be transferred with effect from the appointed date without further act or deed to Transferee Company and accordingly the same shall pursuant to Section 394 (2) of the Companies Act be transferred to and vest in the Transferee Company. c) That all the debts, liabilities, duties and obligations of the Transferor Companies be transferred with effect from the Appointed date, without further act or deed to Transferee Company and accordingly the same shall pursuant to section 394(2) of the Companies Act, 1956 be transferred to and become the debts, liabilities, duties and obligations of the Transferee Company. d) That all the proceedings and/or suits and/or appeals now pending by or against the Transferor Companies be continued by or against the Transferee Company. e) That the Transferor Companies would stand dissolved without the proceedings of Winding up pursuant to sanction of the Scheme of Arrangement and in accordance with the provisions of the Section 394 of the Companies Act, 1956, etc."
(2.) Pursuant to the notification of Companies (Removal of Difficulties) Fourth Order, 2016 and Companies (Transfer of Pending Proceedings) Rules, 2016 by the Ministry of Corporate Affairs, New Delhi in Gazette of India, dated 07.12.2016, which came into force with effect from 15.12.2016, since the present proceedings relate to the scheme of Arrangement/Amalgamation, the case is transferred from the Hon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh to NCLT, Hyderabad Bench. The matter was, subsequently, listed before this Bench on 01.02.2017, 3.02.2017 and 23.02.2017.
(3.) The brief facts of the case as averred in the Petition are as follows: "a. Transferor Company No. 1 was incorporated under the name and style of P. Manoharlal Jewellers Private Limited in the state of erstwhile Andhra Pradesh on 01.01.2013 under CIN U52100AP2013PTC085186. b. Transferor Company No. 2 was incorporated in the name and style as P. Manoharlal Gems and Jewellers Private Limited in the State of Telangana vide CIN U52341TG2012PTC085157, issued by RoC on 31.12.2012. c. The Transferee Company was incorporated in the name and style as P. Manoharlal and Sons Jewellers Private Limited under the Companies Act, 1956 in the state of Telangana vide CIN U52100TG2012, issued by RoC on 31.12.2012. d. The authorized share capital of the Transferor Companies is Rs. 6,00,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each and Rs. 50,00,000 Redeemable Cumulative Preference Shares (RCPS) of Rs. 10/- each. The issued, subscribed and paid up capital of the Transferor Companies is Rs. 1,00,00,000/- divided into Rs. 10,00,000 equity shares of Rs. 10/- each. e. The authorized share capital of the transferee company is Rs. 4,50,00,000/- divided into Rs. 10,00,000 equity shares of Rs. 10/- each and 35,00,000 RCPS of Rs. 10/- each. The issued and paid up share capital is Rs. 1,00,00,000/- divided into Rs. 10,00,000 equity shares of Rs. 10 each. f. The main objects of the Transferor Companies and the Transferee Company are to carry on business as Jewellers, Goldsmiths, Silversmiths, Diamond Merchants, Diamond cutters and Polishers dealers in and manufacturers of all kinds of jewellery made of Gold, Silver or any precious or Semi-Precious metals, etc.";