Maa Saradhaa Concrete 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 MAA SARADHAA CONCRETE PRIVATE LIMITED, being the Petitioner No.1 above named ("Transferor Company"or“PetitionerNo.1”) and BLOSSOM COMMOSALES PRIVATE LIMITED, being the Petitioner No.2 above named ("Transferor Company "or“PetitionerNo.2”) and TOPWELL VINCOME PRIVATE LIMITED, being the Petitioner No.3 above named ("Transferor Company "or“PetitionerNo.3”) and DREAMLAND COMMOSALES SERVICES PRIVATE LIMITED, being the Petitioner No.4 above named ("Transferor Company "or“PetitionerNo.4”) with SHIVALIK CONSULTANCY SERVICES PRIVATE LIMITED , being the Petitioner No.5 (“ Transferee Company “ or petitioner No.5) where by and where under the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st April ,2021 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation(“Scheme”).

By an order dated 4th January, 2022 in Company Application (CAA) No. 179/KB/2021, this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230 (1) 8 [read with Section 232 (1)of the Act]:-

a. Meetings dispensed : Meetings of the Equity Shareholders and creditors of the all Petitioner for considering the Scheme were dispensed with the view of all such shareholders and creditors respectively given their consent to the Scheme by way of affidavit.

The Learned Authorised Representative for the Petitioner(s)further submits that in compliance with Section 230(5) of the Companies Act, 2013 and the said order dated 4th January, 2022 made in Company Application (CAA) No. 179/KB/2021, notice along with all accompanying documents has already been served to the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata and the Registrar of Companies with whom the Petitioner(s)are registered on 28.01.2022; Income Tax Department having jurisdiction over the Petitioner(s) 28.01.2022 and 31.01.2022 and Official Liquidator on 18.01.2022 An affidavit proving service, as aforesaid, has been filed by the Petitioner(s) the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata have already filed their representation pursuant to the said Notice. The other Authorities, as aforesaid, have not filed their representation so far.

Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Petitioner(s), we admit the instant petition and fix the next date of hearing on 14.10.2022.

At least 10 (ten) clear days before the said date fixed for hearing, the Petitioner(s) shall cause notice of hearing to be advertised in the Business Standard in English and Aajkaal in Bangla as per Rule16(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 [Advocates/ Authorised Representative] of the said Petitioner(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. Such notice shall be sent in FormNo.CAA3 of the CAA Rules with necessary variations, incorporating the directions herein.

The Petitioner(s) to file an affidavit confirming compliance of the above mentioned directions of this Tribunal, 3(Three) days before the next date of hearing.

The Petitioner(s) 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.