In Re: Natraj Traders Private Limited Vs

Rajeswara Rao Vittanala, J

I.A. No.209 of 2020 in CA (CAA) No. 63/BB/2019 is filed by Natraj Traders Private Limited (hereinafter referred to as Applicant') under Section 230 to 233 of the Companies Act, by inter alia seeking to dispense with the meeting of the equity shareholders of the Transferee Company or may direct the company to hold the share holders meeting as ordered by the Tribunal on 20th February 2020 in C.A. (CAA) No. 63/BB/2019 in the interest of justice.

Briefs facts of the case, as mentioned in Application, are as follows:

1) CA (CAA) No. 63/BB/2019 is filed by the Applicant (Transferee) Company under Section 230 to 233 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, by interalia seeking to dispense with the meetings of the respective shareholders of the Applicants/Transferor Companies to consider and approve the proposed Scheme of Amalgamation of Applicant Companies No. 1 to 4 with the Transferee Company. After considering the matter, the Tribunal disposed of the Company application vide order dated 20.02.2020 by dispensing with the convening and holding of the meeting of the Secured and Unsecured Creditors of the Applicant Companies; directed to convening and holding the meeting of the equity shareholders of the Transferee Company by appointing Chairperson and Scrutinizer for the convening of the meeting.

2) In pursuant to the above order, the Company published about the meeting on 2nd March 2020 in "The Hindu" and on 1st March 2020 in the Kannada Daily "The Udayavani". Further the notice of the meeting of the Shareholders was send to all the shareholders which as follows:

Name

No of Shares

Address

Sugandh Residency Private Limited CIN No. U74140WB2010PTC141498

91,000

Flat No. 308, 3rd Floor, 25, Blackburn Lane Kolkata WB 700012 IN

Brillant Plaza Private Limited CIN U74140WB2010PTC141497

84,000

Flat No.308, 3rd Floor, 25, Blackburn Lane, Kolkata, WB 700012

Block Tradelink Private Limited CIN U51909WB2010PTC148867

100,250

Flat No. 308, 3rd Floor, 25, Blackburn Lane Kolkata, WB 700012

3) Due to COVID 19, the entire country is under Lockdown and thus the meeting of the equity shareholders as directed by the Tribunal could not be continued with on 31.03.2020. Since the shareholders already given consent, the Applicant seeks to dispense with the share holders meeting inview of the present situation.

Heard Mr. Ramesh Chandra Mishra, Learned Counsel for the Applicant through Video Conference. We have carefully perused the pleadings of the party and extant provisions of the Companies Act, and the Rules made thereunder.

Mr. Ramesh Chandra Mishra, while reiterating various averments made in the application, as briefly stated supra, has further submitted that since the Shareholders have already given their consent in the above company petition for dispensation of their meeting in respect of the scheme in question, and also in view of the lockdown and present COVID 19 situation, the meeting as directed by the Tribunal may be dispense in the interest of justice and ease of doing business.

As stated supra, the Tribunal vide order dated 20.02.2020, has inter alia dispense with the meeting of the Secured and Unsecured Creditors of the Applicant Companies; directed to convene and hold the meeting of the Equity Shareholders of the Applicant Company to be held on 31.03.2020. In pursuant to the said order, the Company also duly issued paper publication as state supra. Since all the Equity Shareholders have already given their consent for the scheme in question and by taking into consideration of the present adverse economic scenario, we would like to dispense with the meeting of the Equity Shareholders as mentioned supra.

In the result, I.A. No. 209 of 2020 in CA (CAA) No. 63 /BB/2019 is disposed of by dispensing with the following directions:

(1) It is hereby dispensed with the convening and holding the meeting of the equity shareholders of the Transferee Company, as ordered vide order dated 20th February 2020 passed in CA (CAA) No.63/BB/2019.

(2) The Applicant is permitted to file the next stage application for the sanctioned of scheme in question, as per law, within period of six weeks from the date of receipt of a copy of this orders.