BP Comtrade Pvt. Ltd. Vs

This Bench is convened via videoconference today.

Learned Counsel for the Transferor Company and Transferee Company (collectively referred to as 'Applicant Companies') states that the present Scheme is a Scheme of Arrangement between BP COMTRADE PRIVATE LIMITED, the Demerged Company and BP EQUITIES PRIVATE LIMITED, the Resulting Company and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013 ('Scheme').

Learned Counsel for the Applicant Companies states that the Board of Directors of the Demerged Company and Resulting Company in their respective meetings conducted on 9th January, 2021, have approved the Scheme. The Appointed Date fixed under the Scheme is April 1, 2020.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.1 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Arrangement between BP COMTRADE PRIVATE LIMITED, the Demerged Company and BP EQUITIES PRIVATE LIMITED, the Resulting Company is dispensed with in view of the consent affidavits given by the five Equity Shareholders of the Applicant Company No.1, which are annexed as 'Exhibit J-1 to J-5' to the Company Scheme Application.

That the convening and holding the meeting of the Equity Shareholders of the Applicant Company No.2 for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Arrangement between BP COMTRADE PRIVATE LIMITED, the Demerged Company and BP EQUITIES PRIVATE LIMITED, the Resulting Company is dispensed with in view of the consent affidavits given by the five Equity Shareholders of the Applicant Company No.2, which are annexed as 'Exhibit K-1 to K-5' to the Company Scheme Application.

That the counsel for the Applicant Companies submits that there are no Secured Creditors in the Applicant Company No. 1 as mentioned in Para 23 of the Application.

That Counsel for the Applicant Company No. 2 submits that the scheme is an arrangement between the Applicant Companies and their respective shareholders, in accordance with the provisions of the Companies Act, 2013, the rights of the Secured Creditors will not be/are not affected by the Scheme. This bench hereby directs the Applicant Company No.2 to issue notice to its Secured Creditors as required under section 230 (3) of the Companies Act, 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company No.2. The Learned Counsel for the Applicant Company No.2 submits that the Consent Affidavit/ Letter or by email from the Central Bank of India of the Secured Creditor will be obtained by the Applicant Company No.2 on or before the final hearing.

That Counsel for the Applicant Company No. 1 submits that so far as Unsecured Creditors of the Applicant Company No. 1 are concerned, most of them are in the nature of loan/sundry/trade creditors for activities of the Applicant Company No. 1 and the scheme of arrangement does not envisage any compromise or arrangement with the Unsecured Creditors of the Applicant Company No. 1 and hence they will in no way be affected by the Scheme of Arrangement. This bench hereby directs the Applicant Company No.1 to issue notice to its Unsecured Creditors as required under section 230 (3) of the Companies Act, 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company No. 1.

That Counsel for the Applicant Company No. 2 submits that so far as Unsecured Creditors of the Applicant Company No. 2 are concerned most of them are in the nature of loan/sundry/trade creditors for activities of the Applicant Company No. 2 and the scheme of arrangement does not envisage any compromise or arrangement with the Unsecured Creditors of the Applicant Company No. 2 and hence they will in no way be affected by the Scheme of Arrangement. This bench hereby directs the Applicant Company No.2 to issue notice to its Unsecured Creditors as required under section 230(3) of the Companies Act, 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company No.2.

The Applicant Companies to serve the notice upon the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from Regional Director within 30 days of the date of receipt of the notice it will be presumed that Regional Director and/ or Central Government has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

The Applicant Companies to serve the notice upon the Registrar of Companies, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, If no response is received by the Tribunal from the Registrar of Companies within 30 days of the date of receipt of the notice it will be presumed that Registrar of Companies has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules. 2016.

The Applicant Companies to serve the notice on the concerned Income Tax Authority within whose jurisdiction it comes, the Applicant Company No. 1 having PAN:- AAACA3758Q and having his address at The Income Tax Officer, Range code 921, AO No.4, Circle 2(1)(1), Aayakar Bhawan, Churchgate, Mumbai-400020. The Applicant Company No. 2 having PAN:- AAACB4602L and having his address at The Income Tax Officer, Range code 411, AO No.1,Circle 1(1)(1), Aayakar Bhawan, Churchgate, Mumbai- 400020. The Applicant Company's assessments are made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Income Tax Authority within 30 days of the date of receipt of the notice it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The Applicant Companies to file an affidavit of service, of the directions given by the Tribunal within 10 days from the date of serving notice, to this Tribunal that the direction regarding the issue of notices have been duly complied with.

The Appointed Date is 1st April, 2020.