Disha Paint Private Limited Vs

Rohit Kapoor, Member (Judicial)

The instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation of Disha Paint Private Limited, being the Petitioner No. 1 ("Transferee Company"), Berry Energy Private Limited, being the Petitioner No. 2 ("Transferor Company No. 1"), Evergreen Stainless Private Limited, being the Petitioner No. 3 ("Transferor Company No. 2"), Ragini Merchants Private Limited, being the Petitioner No. 4 ("Transferor Company No. 3") and Royal valley Ispat India Private Limited, being the Petitioner No. 5 above named ("Transferor Company No. 4") whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz. 1st April, 2019 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). The Transferee Company is an NBFC bearing registration number B-05.04523. The Transferor Company No. 3/ Petitioner No.4 is an NBFC bearing registration number B-05.03631.

By an order dated 12th May, 2022 in C.A. (CAA) No. 30/KB/2022, this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230(1) read with Section 232(1) of the Act:-

Meetings of the Equity Shareholders and meetings of the Creditors of the Applicant Companies were dispensed with under Section 230(1) read with Section 232(1) of the Act.

The Ld. Authorised Representative appearing for the Petitioners submits that the shareholders and creditors having approved the Scheme, the Petitioners now seek admission of the instant petition presented by them for sanction of the Scheme.

The Ld. Authorised Representative for the Petitioners further submits that in compliance with Section 230(5) of the Companies Act, 2013 and the said order dated 12th May, 2022 in Company Application (CAA) No. 30/KB/2022, notice along with all accompanying documents has already been served on 13th May, 2022 and 14th May, 2022, on the Statutory/ Sectoral Authorities, as directed by the said order, including upon the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies with whom the Petitioners are registered; Reserve Bank of India, Income Tax Department having jurisdiction over the Petitioners and the Official Liquidator, Kolkata. An affidavit proving service, as aforesaid, has been filed by the Petitioners on 19th May, 2022.

Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Petitioners, we admit the instant petition and fix the next date of hearing on 12/10/2022.

At least 10 (ten) clear days before the said date fixed for hearing, the Petitioners shall cause notice of hearing to be advertised in the “Business Standard” in English and “Aajkaal”in Bengali as per Rule 16(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”).

Another notice pursuant to Section 230(5) of the Act along with accompanying documents, including the copies of the aforesaid Scheme and statement under the provisions of the Act, as sent earlier, shall be served again on the aforesaid Statutory Authorities by sending the same to them by hand delivery through special messenger by post & by e-mail within one week from the date of receiving this order. The notice shall specify the next date of hearing of the petition, as aforesaid, and state that representation, if any, and if not already filed, should be filed before this Tribunal no later than 7 (seven) days before the next date of hearing of the petition and a copy of such representation should be simultaneously sent to the Authorised Representative of the said Petitioners. If no such representation is received by the Tribunal within such period, it shall be presumed that such Authorities have no representation to make on the said Scheme. Such notice shall be sent in Form No. CAA- 3 of the CAA Rules with necessary variations, incorporating the directions herein.

The Petitioners to file an affidavit confirming compliance of the abovementioned directions of this Tribunal, 3 (Three) days before the next date of hearing.

The Petitioners may also file their rejoinder affidavit(s) dealing with the objections/observations, if any, of the Authorities, 2 (Two) days before the next date of hearing.

Urgent certified copies of this order, if applied for, be supplied to the parties upon compliance of all requisite formalities.