Arya Jewelmart Private Limited vs Registrar Of Companies

Harish Chander Suri, Member (Technical)

The instant application has been filed in the first stage of the proceedings under Sections 230 and 232 of the Companies Act, 2013 for orders and directions with regard to meetings of shareholders in connection with the Scheme of Amalgamation of the Applicant no.1 (hereinafter referred to as the “Transferor Company”) with the Applicant no.2 (hereinafter referred to as the “Transferee Company”) whereby all the properties, assets, rights and claims whatsoever of the Transferor Company and its entire undertaking together with all its rights and obligations relating thereto are proposed to be transferred to and vest in the Transferee Company on the terms and conditions as fully stated in the said Scheme of Amalgamation from the Appointed Date as on 1st April, 2021.

There are no secured and unsecured creditors in the Applicant Companies.

Directions are sought to hold separate meetings of the equity shareholders of the applicants to approve the said Scheme of Amalgamation, with or without any modification. Further necessary directions may be given as to the issuing of notices in the newspapers, convening, holding and conducting of the meetings proposed as above.

Directions  are  sought  to  serve  notice  CAA.3  on  the  Regional  Director,  Registrar  of Companies, West Bengal, Income Tax authorities, the Official Liquidator.

We have perused the documents annexed to the application and have heard the submissions made on behalf of the applicants and pass the following orders:

i. That a meeting of the equity shareholders of ARYA JEWELMART PRIVATE LIMITED, being the applicant no.1 herein shall be convened and held at 808, 8TH Floor, Mahabir Tower, Main Road, Ranchi 834001, on Saturday the 2nd April, 2022 at 11:00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation.

ii. That a meeting of the equity shareholders of MAYANK JEWELLERS PRIVATE LIMITED, being the applicant no.2 herein shall be convened and held at 808, 8TH Floor, Mahabir Tower, Main Road, Ranchi 834001, on Saturday the 2nd April 2022 at 11:30 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation.

iii. That at least 30 (thirty) clear days before the date of the said meetings an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and of the Statement required to be furnished pursuant to Section 230(3) of the Companies Act, 2013 and a form of proxy can be obtained free of charge at the Registered Office of the concerned Applicant companies or at the office of their Advocate Mr. Ravi Asopa, Advocate Ground Floor, 7C, K S Roy Road, Kolkata 700 001 be inserted once each in the "Hindustan" Hindi newspaper and in "Times of India" English newspaper both Ranchi edition.

iv. That in addition, at least 30 (thirty) clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme, a copy of the Statement required to be sent under the Act and the prescribed form of Proxy be send by registered post or by hand through Personal Messenger or by courier or by email addressed to each of the shareholders of the concerned Applicant Companies at their respective or last known addresses.

v. To serve the notice as per requirements of sub-section (5) of Section 230 of the Companies Act, 2013 along with all the documents including a copy of the Scheme and the Statement disclosing necessary details on the Central Government, through the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata, Registrar of Companies, Jharkhand, Official Liquidator, Ranchi, Income Tax Department having jurisdiction over the Transferor Company and the Transferee Company and such other relevant Sectoral regulators/ authorities, if applicable, which are likely to be affected by the proposed scheme, by sending the same by hand delivery through special messenger or by registered post or speed post within 14 days from the date of this order for filing their representation, if any, within 30 days from the date of notice. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days of the date of receipt of the notice with a copy of such representation being sent simultaneously to the applicants and/or their Advocates. If no such representation is received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Amalgamation. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 and Companies (Compromises, Arrangements & Arrangement) Rules, 2016 with necessary variations incorporating the directions therein.

vi. That CS Ruksar Parveen, (mob : 8210814612) shall be the Chairperson for the said meetings of the equity shareholders of the Applicants to be held as aforesaid at a consolidated remuneration of Rs. 60,000/-.

vii. That Chairperson appointed for the said meetings or any person authorized by him/her do issue and send out the notice of the said meetings referred to above.

viii. The quorum for meetings be fixed in accordance with Section 103 of the Companies Act, 2013 present either in person or by proxy.

ix. That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the meeting, is filed with the concerned Applicant Companies at their Registered Office not later than forty eight hours before the meetings. The Chairperson shall have the power to adjourn the meeting, if necessary, and to conduct the procedure for the adjourned meeting as deemed necessary under the Act.

x. That the value of each member shall be in accordance with the respective records of the concerned Applicant Companies and where entries in the records are disputed, the Chairperson concerned shall determine the shareholding for the purpose of the meeting in consultation with the records.

xi. That the Chairperson do report to this Court the results of the said meetings within five weeks from the date of the conclusion of the respective meetings and his report shall be verified by his affidavit. Confirmation petition to be filed within two week thereafter.

The application is disposed of. There shall be no order as to costs.

Parties and the Chairperson to act on the order.

Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.