IN THE NATIONAL COMPANY LAW TRIBUNAL,

COURT No. V, MUMBAI BENCH

CP (CAA) No. 177/MB/2021

CONNECTED WITH

CA (CAA) No. 98/MB/2021

IN THE MATTER OF SECTIONS 230 TO

232

AND

OTHER

APPLICABLE

PROVISIONS OF THE COMPANIES ACT,

2013

AND

IN THE MATTER OF THE SCHEME OF

ARRANGEMENT

BETWEEN

SAHYADRI

FARMERS

PRODUCER

COMPANY LIMITED

AND

SAHYADRI FARMS POST HARVEST

CARE LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS

Order Pronounced on 17.02.2022

IN THE NATIONAL COMPANY LAW TRIBUNAL,

COURT No. V, MUMBAI BENCH

CP (CAA) No. 177/MB/2021

CONNECTED WITH CA (CAA) No. 98/MB/2021

Page 2 of 32

Coram:

Ms. Suchitra Kanuparthi, Hon’ble Member (Judicial)

Ms. Anuradha Sanjay Bhatia, Hon’ble Member (Technical)

1. Sahyadri Farmers Producer Company

Limited, a private limited farmer

producer company incorporated under

the

Companies

Act

1956

having

Corporate

Identification

Number:

U01403MH2010PTC211392

and

its

registered office at Sr. No. 1102/08,

Behind Police Head Quarter, Adgaon,

Nashik, Maharashtra 422003, India

2. Sahyadri Farms Post Harvest Care

Limited, a public company incorporated

under the Companies Act 2013, having

Company

Identification

Number:

U01111MH2020PLC344170

and

its

registered office at Gat no. 314/2/1, A/p

Mohadi,

Taluka

Dindori,

Nashik,

Maharashtra 422207, India

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

…First Petitioner Company

…Second Petitioner

Company

IN THE NATIONAL COMPANY LAW TRIBUNAL,

COURT No. V, MUMBAI BENCH

CP (CAA) No. 177/MB/2021

CONNECTED WITH CA (CAA) No. 98/MB/2021

Page 3 of 32

Appearances (via videoconferencing):

For the Petitioners

Mr. Gaurav Joshi, Senior Counsel a/w Mr.

Peshwan

Jehangir,

Mr.

Himanshu

Vidhani, Mr. Bhanu Chopra i/b Khaitan &

Co,

Advocates

for

the

Petitioner

Companies

For the Regional Director

Ms. Rupa Sutar, Deputy

Registrar, ROC i/b Office of the

Regional Director, WR, MCA

Per: Suchitra Kanuparthi, Member (Judicial)

ORDER

1.

The Bench is convened by video conference.

2.

Heard Learned Counsel for Petitioner Companies. No objector has

come before the Tribunal to oppose the Petition and nor has any party

controverted any averments made in the Petition.

3.

The sanction of this Tribunal is sought under Section 230 to 232 and

other applicable provisions of the Companies Act, 2013 (“Act”), to the

Scheme of Arrangement between Sahyadri Farmers Producer Company

Limited (“First Petitioner Company” / “Transferor Company”) and

Sahyadri Farms Post Harvest Care Limited (“Second Petitioner

Company / Transferee Company”) and their respective shareholders

and creditors under Sections 230 to 232 and other applicable provisions

of the Companies Act, 2013 (“Scheme”). The said Scheme provides

for transfer and vesting of the Post-Harvest Care Business Undertaking

IN THE NATIONAL COMPANY LAW TRIBUNAL,

COURT No. V, MUMBAI BENCH

CP (CAA) No. 177/MB/2021

CONNECTED WITH CA (CAA) No. 98/MB/2021

Page 4 of 32

of the First Petitioner Company in the Second Petitioner Company, as

a going concern on a slump exchange basis.

4.

The Petitioner Companies are a part of the same group of companies.

The First Petitioner Company is a Farmer Producer Company and is

engaged in the business of promoting collective farming and marketing

of produce by member farmers (i.e. Farmer facilitation business) as

well as the business of procurement, post-harvest management,

processing, storage, logistics, marketing and sale of fresh fruits,

vegetables and processed foods in domestic and international markets

(i.e. Post-harvest care busi