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2025 Supreme(Online)(NCLT) 1295
NATIONAL COMPANY LAW TRIBUNAL
Shri Rajeev Bhardwaj, J, Shri Sanjay Puri, T
M/s. Sneha Farms Private Limited – Appellant
Versus
M/s. Sneha Gold Properties & Services Private Limited – Respondent
CA (CAA) No. 22/230/HDB/2024
Mr. V.B. Raju, Counsel for Petitioners
Mr. Satish Kumar, Assistant Director
The court sanctioned the Scheme of Arrangement under the Companies Act, facilitating a demerger for operational efficiency and focused business strategies.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Joint Petition for Scheme of Arrangement - sanctioned and confirmed with appointed date as 01.04.2024; Complied with statutory provisions for the arrangement, benefits from demerger enable focused strategy for both companies; Assets, rights, and liabilities of the Demerged Company transferred to the Resulting Company - order binding on all stakeholders (Paras 17).
(B) Scheme of arrangement - Acts in compliance with statutory obligations and preserves the interest of shareholders while promoting operational efficiency (Paras 16).
Facts of the case:
Joint Petition filed by M/s. Sneha Farms Private Limited and M/s. Sneha Gold Properties for sanctioning an arrangement and demerger of their respective businesses allowing each to focus on its interests.
Findings of Court:
The Scheme is fair, reasonable, and not contrary to public policy; statutory compliance has been met.
Issues: The court addressed the validity of the scheme and compliance with applicable laws.
Ratio Decidendi: The approval of the scheme serves the shareholders' interest and enhances operational efficiency while ensuring compliance with the Companies Act.
Result: The Scheme of Arrangement is sanctioned and confirmed.
| Table of Content |
|---|
| 1. joint petition for scheme of arrangement sanctioned. (Para 1) |
| 2. details of the demerged and resulting companies and their business activities. (Para 3 , 4 , 5 , 6 , 7) |
| 3. submissions and clarifications provided to regional director regarding statutory compliance. (Para 10 , 12 , 13 , 14) |
| 4. the court finds the scheme fair and compliant with the law. (Para 16) |
| 5. approval of the scheme with directives for compliance and obligations. (Para 17) |
ORDER
1. This is a Joint Petition filed by the Petitioner Companies, under Section232 r/w Section 230 and other applicable provisions of the Companies Act , 2013 praying for the sanction of the Scheme of Arrangement (“Scheme”) between M/s. Sneha Farms Private Limited (“Demerged Company”) and M/s. Sneha Gold Properties & Services Private Limited (“Resulting Company”), their respective shareholders and creditors in terms of the Scheme of Arrangement (“Scheme”).
2. The Registered Offices of the Petitioner Companies are situated in the State of Telangana.
3. The Brief facts of the case:
I. First Petitioner Company/ Demerged Company:
i. M/s. Sneha Farms Private Limited (First Petitioner Company/Demerged Company) was incorporated on 16.08.1994with CIN: U99999TG1994PTC018132.
ii. The main objects of the First Petitioner Company/Demerged Company are:
a. To establish, construct, poultry, sheds, feed mills, hatcheries, processing plants, processing oil from chicken rendering waste, frozen products, frozen marinated products, solvent extraction plants, godowns, growing livestock, poultry farming, poultry breeding, broiler chicken production under contract growing system, importing the required machinery for feed production, hatching machinery, grading equipment and other machinery for poultry production etc.
b. To carry on the business of manufacture, process, prepare, extract, distil, filter, separate, dry, condense, concentrate, refine, preserve, can, freeze, bottle, store, buy, sell, import, export and deal in oil extracted from different types of seeds and rice bran or extraction of oil from any kind of products and sale or use the extracted cake for poultry use.
c. To carry on the business of process, canning, extraction, condense all kinds of grains, corn seeds, all ingredients required for solvent extraction of oil cakes, for manufacturing or producing poultry feed or aqua feed or animal feed or pig feed or cattle feed, laboratory animal feed, sheep feed and feeds concentrate, feed for growing/producing agricultural, horticulture, breed, sericulture, botanical, aquiculture, piciculture, mushroom farming, feed premixes, supplementary feeds, additives, compound feeds or mixed feeds, vitamins, proteins for its captive consumption or for sale.
d. To carry on the business as developers, builders, contractors and decorators of dwelling houses, residential complexes and flats, commercial, for government and other commercial and industrial buildings and structures.
iii. NATURE OF BUSINESS The First Petitioner Company/Demerged Company is primarily engaged in the business of poultry farming, poultry breeding, boiler chicken and also in the business of construction of Godowns, Sheds, Warehouses and other necessary infrastructure used in the poultry business.
(A copy of the Memorandum and Articles of Association of the First Petitioner Company/ Demerged Company is filed as Annexure-1 at Page Nos.27 to 45 of the Petition).
iv. The present Share Capital of M/s. Sneha Farms Private Limited (Demerged Company) as on 31st March, 2024 is as under:
| Authorised Capital | Amount (Rs) |
| 2,40,50,000 equity shares of Rs.10/- each | 24,05,00,000/- |
| TOTAL | 24,05,00,000/- |
| Issued, Subscribed and Paid-Up capital | Amount (Rs) |
| 1,66,83,381 equity shares of Rs.10/- each fully paid -up | 16,68,33,810/- |
| TOTAL | 16,68,33,810/- |
Subsequent to 31.03.2024, there has been no change in the share capital of the Demerged Company.
v. A copy of the Audited Financial Statements as at 31st March, 2023 and Unaudited Financial Statements as at 31st March,2024 of the
