IN THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH – V

COMPANY PETITION (CAA) NO. – 83/(ND)/2023

WITH

COMPANY APPLICATION NO. CA(CAA) 65/(ND)/2023

Under Section 230-232 and other applicable provisions of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016)

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF:

MANN NUTRITIONAL FOODS PRIVATE LIMITED

...PETITIONER NO.1/TRANSFEROR COMPANY

AND

MANN’S FROZEN FOODS PRIVATE LIMITED

...PETITIONER NO.2/ TRANSFEREE COMPANY

Order Delivered On: 03.07.2024

CORAM:

SHRI MAHENDRA KHANDELWAL, HON’BLE MEMBER (JUDICIAL)

DR. SANJEEV RANJAN, HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Mr. Kartikeya Goel, adv.

For the Respondent :

For the IT Department : Shlok Chandra SSC along with Madhavi Shukla and

Priya Sarkar JSC

For the RD : Adv. Sumeet Kaul For the OL : Ms. Hemlata Rawat, Mr. Rahul Bhatt, Advs.

MEMO OF PARTIES Mann Nutritional Foods Private Limited CIN: U15100DL2019PTC359528 Registered Office at: Plot No. 37, Second Floor, Block-BD, Gali No. 14, Faiz Road, Karol Bagh, New Delhi-110005.

…Transferor Company/Petitioner Company-1 AND Mann’s Frozen Foods Private Limited CIN: U15137DL2016PTC290660 Registered office at: Plot No. 37, Second Floor, Block-BD, Gali No. 14, Faiz Road, Karol Bagh, New Delhi-110005.

…Transferee Company/Petitioner Company-2

ORDER

PER: DR. SANJEEV RANJAN, MEMBER (TECHNICAL)

1. The present Joint Petition is filed by the Petitioner Companies herein Mann Nutritional Foods Pvt. Ltd. (Transferor Company/Petitioner No.1) and Mann’s Frozen Foods Pvt. Ltd. (Transferee Company/Petitioner No. 2) under Section 230- 232 of the Companies Act, 2013 read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the National Company Law Tribunal Rules, 2016, for the purpose of the Sanction of the proposed Scheme of Amalgamation between the Transferor Company and the Transferee Company. The copy of the Scheme of Amalgamation (hereinafter referred to as the “Scheme”), has been placed on record.

2. The Transferor Company/Petitioner No. 1 i.e., M/s Mann Nutritional Foods Pvt.

Ltd. is a private limited company incorporated on 30.12.2019 under the provisions of the Companies Act, 2013 vide CIN: U15100DL2019PTC359528, having its registered office at Plot No. 37, Second Floor, Block-BD, Gali No. 14, Faiz Road, Karol Bagh, New Delhi-110005. Thus, the registered office of the Transferor Company is under the jurisdiction of this Tribunal. The authorized share capital of the Transferor Company is Rs. 5,00,00,000/- divided into 50,00,000 equity shares of Rs. 10/- each. The issued and subscribed and paid-up share capital of the Transferor Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/-

each.

3. The Transferee Company/ Petitioner Company No. 2 i.e., M/s Mann’s Frozen Foods Pvt. Ltd. is a private limited company incorporated on 08.02.2016 under the provisions of the Companies Act, 2013 vide CIN: U15137DL2016PTC290660, having its registered office at Plot No. 37, Second Floor, Block-BD, Gali No. 14, Faiz Road, Karol Bagh, New Delhi-110005. Thus, the registered office of the Transferee Company is under the jurisdiction of this Tribunal. The authorised share capital of the Transferee Company/ Petitioner Company No. 2 is Rs. 12,00,00,000/- divided into 1,20,00,000/- equity shares of Rs. 10/- each. The present issued, subscribed and paid-up capital of the Transferee Company is Rs. 11,52,00,000 divided into

1,15,20,000 equity shares of Rs. 10/- each.

4. The Petitioner Companies submit that the proposed scheme of amalgamation of the Transferor Company and Transferee Company would have the following benefits: -

(i) The Transferor Company and the Transferee Company are closely held private limited Group Companies under common management and control. Both these Companies are wholly owned subsidiaries of a common Parent Company-Mann Feeds Pvt Ltd. The proposed amalgamation of the Transferor Company