JAGANNATH CITY DEVELOPERS Private Limited Vs

Rohit Kapoor, Member(Judicial)

The instant application has been filed in the first stage of the proceedings under Section 230(1) read with section 232(1) of the Companies Act, 2013 (“Act”) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Amalgamation of JAGANNATH CITY DEVELOPERS PRIVATE Limited, being the Applicant No.1 abovenamed ("Transferor Company" or “Applicant No.1”) with CHANDIKA BUILDERS PRIVATE Limited, being the Applicant No.2 abovenamed ("Transferor Company" or “Applicant No.2”) with SHRYANSNATH ENTERPRISES PRIVATE Limited being the Applicant No.3 abovenamed (“Transferee Company” or “Applicant No.3”) whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st April, 2022 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). A copy of the said Scheme is annexed to the Company Application marked – ANNEXURE – W in VOL II at Page No 293 to 325.

It is submitted by Ld. counsel appearing for the Applicant(s) that the Appointed Date as per the Scheme is 01st April,2022.

It is submitted by Ld. counsel appearing for the Applicant(s) that the Board of Directors of the Applicant Companies have at their respective meeting held on 27th July,2022 have passed resolution adopting the proposed Scheme of Amalgamation ..

It is submitted by Ld. Counsel appearing for the Applicant(s) that the shares of the Applicant No.1 are not listed, the shares of the Applicant No.2 are not listed and the shares of Applicant No. 3 are not listed. Further, the Applicant(s) have the following classes of shareholders and creditors: -

(a) Applicant No.1: 4 Equity Shareholders and 2 Unsecured Creditors

(b) Applicant No.2: 4 Equity Shareholders and 2 Unsecured Creditors

(c) Applicant  No.3:  4  Equity  Shareholders,  1  Unsecure Creditors, 2 Secured Creditor and 5 Sundry Creditors.

It is further submitted that all Equity Shareholders and 100% in value of Unsecured Creditors of the Applicant No.1, all Equity Shareholders and 100% in value Unsecured Creditors of the Applicant No.2 and all Equity Shareholders and 100% in value of Secured Creditors, Unsecured Creditors and Sundry Creditors of the Applicant No.3 have already given their consent to the Scheme by way of affidavits which are annexed to the application.

Directions are sought accordingly for dispensing with meetings of the classes of Shareholder and creditors who have already given their consent to the Scheme under section 230(1) read with section 232(1) of the Act.

It is submitted by Ld. counsel appearing for the Applicant(s) that the statutory auditor of the Applicant Companies have all by their certificate all dated 18.08.2022 confirmed that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act , 2013 and Rules made there under.

Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicant(s), we allow the instant application and make the following orders:-

(a) Meetings dispensed: Meetings of the Equity Shareholders and Unsecured Creditors of the Applicant No.1, meetings of the Equity Shareholders and Unsecured Creditors of the Applicant No.2 and the Equity Shareholders, Secured Creditors, Unsecured Creditors and Sundry Creditors of the Applicant No.3 ,are dispensed with under section 230(1) read with section 232(1)] of the Act.

Notice under Section 230(5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall also be served on the :

a. Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata;

b. Registrar of Companies , West Bengal ,Kolkata

c. Official Liquidator; High Court Calcutta

d. Income Tax Department having jurisdiction over the Applicant(s)

These notices shall be sent by hand delivery through special messenger or by post and also by email within two weeks from the date of receiving this order. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days from the date of receipt of the notice with a copy of such representation being simultaneously sent to the Authorized Representative of the said Applicant(s). 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 of Amalgamation. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 in Form No. CAA3 of the said Rules with necessary variations, incorporating the directions herein.

10.The Applicant(s) to file an affidavit proving service of notice and compliance of all directions contained herein.

11.The application being Company Application (CAA) No. 150/KB/2022 is disposed of accordingly.

12.Urgent Certified copy of this order, if applied or, be supplied to the parties, subject to compliance with all requisite formalities.