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All these applications arise out a petition filed by Analog Financial Services Private Limited(Analog) under Section 391 of the Companies Act, 1956 (CA 1956) seeking sanction of a scheme of compromise between M/s.Viswapriya (India) Limited (Viswapriya or the Company) and its creditors. In Comp. A. No.413 of 2019, Analog seeks the transfer of Comp.A.No.367 of 2019, which was filed to recall the order sanctioning the scheme of compromise and to consequently wind-up the sponsor, Analog. In Comp. A. No.414 of 2019, Analog seeks the transfer of Comp.A.No.366 of 2019, which was also filed to recall the order sanctioning the scheme of compromise and to consequently wind-up Vishwapriya. In Comp.A.No.313 of 2021, Viswapriya seeks the dismissal of Comp.A.No.56 of 2021, which was filed to direct sale of specific assets of Vishwapriya. _____________ https://www.mhc.tn.gov.in/judis Comp.A.Nos.413 & 414 of 2019

2. By order dated 30.04.2014, this Court sanctioned the scheme of compromise (the Scheme) proposed by Analog. In terms thereof, the secured debenture holders were directed to be paid their dues within the time limits specified in the Scheme in alteration of the original terms of repayment under the relevant debenture. The admitted position is that the Scheme was not adhered to either by the proponent of the scheme, Analog, or the Company, Viswapriya. Therefore, by subsequent proceedings under Section 392 of CA 1956, this Court appointed Mr.P.H.Arvindh Pandian, learned Senior Advocate, as the Administrator of Viswapriya. Thereafter, the learned Administrator submitted about five reports to this Court. In addition, depositors/debenture holders lodged complaints with the police. Pursuant thereto, a case was registered by the Economic Offences Wing - II in Crime No.5 of 2013 under Sections 402,420,120-B,468,471,409 IPC read with Section 109 IPC and Section 5 of the Tamil Nadu Protection of Interests of Depositors (in Financial Establishments) Act,1997( the TNPID Act). The accused in such proceedings, in order, were Viswapriya(A1), Akshaya Boomi Investment Private Limited(A2), Quatrangle Trading Services Limited(A3), Mr.Subramanian(A4), Mr.Narayanan(A5), Mr.Rajarathinam(A6) and Mr.T.S.Raghavan(A7). Subsequently, _____________ https://www.mhc.tn.gov.in/judis Comp.A.Nos.413 & 414 of 2019 Mr.Subramanian was arrested on 19.09.2015, and several persons were added as accused in course of investigation. Upon completion of investigation, a charge sheet was filed before the TNPID Court, Chennai on 17.07.2019 and the same was taken on file in C.C.No.6 of 2020 dated 16.10.2020. Orders were obtained from the Government in relation to the attachment of movable and immovable properties. A petition to quash the proceedings is pending at the instance of the 15th and 17th accused in the proceedings. A status report dated 26.10.2021 has been filed by the Deputy Superintendent of Police, Economic Offences Wing -II, Guindy, Chennai - 32 in such regard.

6. According to Mr.R.Subramanian, only high courts were exercising the power to consider schemes of arrangement under CA 1956 before the entry into force of CA 2013. As a corollary, sub-section 3 of Section 231 of CA 2013 enables the jurisdictional NCLT to consider matters relating to the implementation of a scheme of arrangement which was sanctioned by any high court, including this Court. Thus, if Section 231(3) of CA 2013 is applied to the facts of this case, he contended that the NCLT has the authority to consider any application with regard to the implementation of the Scheme, which was sanctioned by this Court on 30.04.2014. Since the NCLT has the jurisdiction to consider applications relating to the implementation of the Scheme, he contended that this Court does not have the authority or jurisdiction to consider such applications in view of the Companies(Transfer of Pending Proceedings) Rules, 2016(the Transfer Rules). By referring to Rule 3 of the Transfer Rules, he contended that the said Rule applies to all proceedings other than proceedings for winding up. Consequently, Rule 3 applies to proceedings for sanction of a _____________ https://www.mhc.tn.gov.in/judis Comp.A.Nos.413 & 414 of 2019 scheme of compromise. He contended that the petition under Section 391 of CA 1956 was disposed of by sanctioning the Scheme. Under Rule 3, he contended that the only exception to transfer is with regard to proceedings which are reserved for orders, either to be allowed or otherwise. None of the applications which are being considered, at present, are applications in which orders were reserved. Therefore, he contended that the exception is not attracted. If the exception is not attracted, he contended that the applications are liable to be transferred to the jurisdictional NCLT as requested by him and Analog. He placed reliance on the same judgments as those relied upon by Mr.Prakash Goklaney. In addition, he pointed out that an application was filed by Viswapriya before the NCLT under Section 231(3) of CA 2013. By such application, modifications to the Scheme were prayed for. The final contention of Mr.Subramanian is that CA 1956, including Section 391 thereof, has been repealed by Section 465(1) of CA 2013. Consequently, this Court lacks the authority and jurisdiction to consider and adjudicate these applications. For all these reasons, he submitted that these applications should not be dealt with by this Court and should instead be transferred to the NCLT.

_____________ https://www.mhc.tn.gov.in/judis Comp.A.Nos.413 & 414 of 2019

7. These contentions were refuted by Mr.H.Karthik Seshadri, learned counsel for the depositors/ debenture holders. Mr.Karthik Seshadri pointed out that a petition was filed under Section 391 of CA 1956 by Analog seeking sanction for a scheme of arrangement / compromise. Upon considering the draft scheme propounded by Analog, this Court sanctioned the Scheme by order dated 30.04.2014. The admitted position is that the Scheme could not be implemented because Analog and Viswapriya failed to honour the commitments and obligations undertaken under the Scheme. This resulted in the filing of multiple applications by depositors/ debenture holders. As a result, by order dated 22.08.2016 in C.A.Nos.113 of 2016, 651 and 652 of 2015 and 365 to 367 of 2015, this Court appointed Mr.P.H.Arvindh Pandian, Senior Advocate, as the Administrator of Viswapriya after noticing that the propounder of the Scheme had resiled from its obligations under the Scheme. Pursuant thereto, Mr.Karthik Seshadri pointed out that the learned Administrator had filed about five reports before this Court after conducting inquiries and investigations into the affairs of Viswapriya. In these circumstances, he contended that the proceedings are not liable to be transferred. He also pointed out that investigation is in progress before the TNPID Court and that assets of _____________ https://www.mhc.tn.gov.in/judis Comp.A.Nos.413 & 414 of 2019 Viswapriya and its promoters have been identified for attachment. Therefore, the proceedings should be retained by this Court. Besides, he contended that this Court should take charge of the assets and affairs and initiate liquidation of Viswapriya and Analog.