PINNAE FEEDS LIMITED Vs. OFFICIAL LIQUIDATOR

JUDGEMENT

(1.) The Company Petitions bearing CP.No.411/2016 [CP(TCAA) No.61/ HDB/2017] and CP.No.412/2016 [CP(TCAA) No.62/HDB/2017] were filed by Pinnae Feeds Limited (Petitioner/Transferor Company) and The Waterbase Limited (Petitioner/Transferee Company) respectively before the Mon'ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh under Sections 391 & 394 of the Companies Act 1956, by seeking the following prayers:-

(2.) As per Gazette Notification GSR 1134(E) dated 14th December, 2016 issued by the Ministry of Corporate Affairs with effective date of 15th December, 2016 and in terms of Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 & Rule 23 A of NCLT Rules RAv Rule 3 of Companies (Transfer of Pending Proceedings) Rules, 2016, jurisdiction is conferred on this Tribunal in respect of subject cases and thus pending cases also transferred from the Hon'ble High Court to the NCLT. Accordingly, the Hon'ble High Court transferred these cases to this Bench. On transfer, the cases were listed before this Bench on 02.02.2017, 14.02.2017, 01.03.2017, 15.03.2017, 05.06.2017, 21.08.2017 and finally posted on 28.08.2017 for certain clarifications i.e. Change in Appointed Date, filing of IT returns not in place of Registered Office of Transferor and Transferee Companies situated, interests of one Mr. M. Subramaniam in both Petitioner Companies as Chief Financial Officer in Transferor Company and General Manager (Accounts) in Transferee Company, Non mentioning of Clause on fractional entitlements, the Board Resolution and Relationship between the Petitioner Companies etc., and directed to file required documents and submit clarification on or before 06.09.2017.

(3.) Heard, Mr. R. Raghunandan Rao, Senior Counsel along with Mr. P. Subash, Learned Counsels for the Petitioner Companies, Mr. M. Anil Kumar, Learned Counsel for the Official Liquidator, Mr. B. Appa Rao, Central Government Standing Counsel for RD and perused all pleadings along with material papers filed in its support.