Lagan Engineering Company Limited Vs

Rajasekhar V. K. 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 Ektaa Advisory Services Private Limited, being the Petitioner No.2 ("Transferor Company") with Lagan Engineering Company Limited, being the Petitioner No.1 abovenamed ("Transferee Company") whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz. 1st April, 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”).

By an order dated 8th November, 2021 in C.A. (CAA) No. 55/KB/2021, 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:-

a) Meetings of the Unsecured Creditors of the Applicant No.1 and Meetings of the Equity Shareholders and Unsecured Creditors of the Applicant No.2 are dispensed with under Section 230(1) read with Section 232(1) of the Act.

b) The meeting of the Equity Shareholders of the Applicant No. 1 being the Transferee Company shall be convened and held physically at the registered office of the Transferee Company on 22.12.2021 at 11.00 AM for the purpose of considering, and, if thought fit, approving the said Scheme, with or without modification.

The Ld. Authorised Representative appearing for the Petitioners submits that the Equity Shareholders of the Petitioner No. 1 had approved the Scheme in the meeting held on 22nd December, 2021 by requisite majority.

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 8th November, 2021 in Company Application (CAA) No. 55/KB/2021, notice along with all accompanying documents has already been served on 11th November, 2021 and 12th November, 2021, 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; 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 21st December, 2021.

The Ld. Authorised Representative submits that ‘The Braithwaite Burn And Jessop Construction Company Limited’ had filed an intervention petition being Ivn. Petition No: 8/KB/2021 in Company Application (CAA) No. 55/ KB/ 2021 and had also objected to the Scheme in the meeting held on 22nd December, 2021. The Petitioners had served a copy of the Company Application (CAA) No. 55/ KB/ 2021 on the Intervener during the course of the hearings. A copy of the Company Petition (CAA) No. 37/ KB/ 2022 shall also be served on the Intervener.

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 23rd May, 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 “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 Companies Act, 2013 along with accompanying documents, including the copies of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013, 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 speed post and by email 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 affidavits dealing with the objections/ observations, if any, of the Authorities, 2 (Two) days before the next date of hearing.