IN THE NATIONAL COMPANY LAW TRIBUNAL,

DIVISION BENCH - II, CHENNAI

CP/CAA/38/2024

In

CA(CAA)/58/2022

In

IBA/785/2019

S Rajendran,

Liquidator of Cape Engineers Private Limited,

2nd Floor, Hari Krupa, 71/1, Mc Nichols Road,

(off Poonamallee High Road) Chetpet,

Chennai, Tamil Nadu - 600 031.

…Applicant Along with

IA(CA)/161(CHE)/2024

In

CP(CAA)/38(CHE)/2024

In

CA(CAA)/58(CHE)/2022

In

IBA/785/2019

(Under Sections 230 to 232 of the Companies Act, 2013 read with applicable

provisions of the Insolvency and Bankruptcy Code, 2016)

In the matter of CAPE ENGINEERS PRIVATE LIMITED

1. M. Karunanithi,

Shareholder and Suspended Director,

Residing at 4/25, East Street, Vadakoor, Theroor,

Kanyakumari, Tamil Nadu - 629 704.

2. S. Ramanathan,

Shareholder and Suspended Director,

Residing at 2/39, Theroor,

Kanyakumari, Tamil Nadu - 629 704.

3. M. Arumugam,

Shareholder and Suspended Director,

Residing at 3/94, East Street, Vadakoor, Aralvoimozhi,

Kanyakumari, Tamil Nadu - 629 704.

… Applicants/ Objectors

Versus

S. Rajendran, Liquidator of Shree Ganesh EPC Private Limited, 2nd Floor, Hari Krupa, 71/1, Mc Nichols Road, (off Poonamallee High Road) Chetpet, Chennai, Tamil Nadu - 600 031 … Respondent Order Pronounced on 5th June 2025 CORAM SHRI JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL)

SHRI RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

Present In CP(CAA)/38(CHE)/2024 For Petitioner/ Liquidator : Ms. M S Elamathi, Ms. R V Yajura Devi and Mr. Gautham Ram Vittal, Advocates In IA(CA)/161(CHE)/2024 For Applicants : Mr. Pawan Jhabakh, Mr. Ashwin Raman, Advocates For Respondent/ Liquidator : Ms. M S Elamathi, Ms. R V Yajura Devi and Mr. Gautham Ram Vittal, Advocates

O R D E R

(Hearing through Hybrid Mode)

This is a Company Petition viz. CP(CAA)/38(CHE)/2024, which is sequel to the CA(CAA)/58(CHE)/2022, filed by the Liquidator of Cape Engineers Private Limited under Section 230 to 232 of the Companies Act, 2013 read with applicable provisions of the Insolvency and Bankruptcy Code, 2016 for sanction of a Scheme of Compromise/ Arrangement between Mr Azhagappan, a Shareholder of Cape Engineers Private Limited (In Liquidation) and its Creditors and Members.

2. Facts in Brief The Corporate Insolvency Resolution Process (hereinafter referred to as “CIRP”) of the Corporate Debtor viz. Cape Engineers Private Limited was initiated by this Tribunal on 06.09.2019 under the Application filed under Section 10 of IBC in IBA/785/2019,since no viable Resolution Plan in relation to the Corporate Debtor was forthcoming, The liquidation order was passed against the corporate debtor vide order dated 25.04.2022 in IBA/785/2019 and the Applicant was appointed as the Liquidator of the Corporate debtor.

3. Scheme Approval Process

3.1 In order to explore the possibility of Comprise or Arrangement under Section 230 of the Companies Act and as per Regulation 2B of the Insolvency and Bankruptcy Code of India (Liquidation Process) Regulations, 2016 (hereinafter referred to as “IBBI Regulations, 2016”), the Liquidator made a Public Announcement dated as 03.05.2022 and fixed the last date for submission of the Scheme under Section 230 of the Companies Act, 2013 as 24.05.2022 which was extended till 08.06.2022. In consequence, the Applicant/ Liquidator received two Schemes from, (1) Mr. N. Azhagappan the promoter of the corporate Debtor along with NTC Holdings Pvt Ltd. and

2) Mr. S. Ramanathan & Mr. M. Karunanithi who are also the promoters and suspended Directors of the Corporate Debtor, for submitting a composite Scheme of Compromise and Arrangement ("Scheme") under section 230-232 of the Companies Act, 2013.

3.2 On receipt of Schemes, the Liquidator filed an application CA/(CAA)/58/2022 before this Tribunal and sought for Convening the meeting under Section 230 of the Companies Act 2013. This Tribunal vide order dated 18.04.2024 directed to convene Stakeholders Committee meeting to consider and vote on the Schemes.

3.3 It is stated that on 25.04.2024, a public announcement was made in Form CAA2 in ‘Business Standard and Dinamani’ dailies an