Madanco Trexim Private Limited vs Registrar of Companies

Balraj Joshi, Member (Technical)

The Court convened through video conference today.

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 Aryadeep Dealers Private Limited, being the Petitioner No.1 above named ("Transferor Company" or "Petitioner No.1") and Akash Commercial Private Limited, being the Petitioner No.2 above named ("Transferor Company" or "Petitioner No.2") and Parakram Vincom Private Limited, being the Petitioner No.3 above named ("Transferor Company" or "Petitioner No.3") with Madanco Trexim Private Limited, being the Petitioner No.4 above named ("Transferee Company" or "Petitioner No. 4") whereby and where under the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, 1st April, 2020 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme").

By an order dated 07th July 2021 in Company Application (CAA) No. 47/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:-

Meetings dispensed: Meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Aryadeep Dealers Private Limited, Akash Commercial Private Limited, Parakram Vincom Private Limited and meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Madanco Trexim Private Limited for considering the Scheme were dispensed with in view of all such shareholders and creditors having respectively given their consent to the Scheme by way of affidavits.

Ld. Counsel appearing for the Petitioners submits that all the shareholders and creditors duly approved the Scheme by way of affidavit and the Petitioners now seek admission of the instant petition presented by them for sanction of the Scheme.

The Learned Counsel for the Petitioners further submits that in compliance with section 230(5) of the Companies Act, 2013 and the said order dated 07th  July 2021 made in Company Application (CAA) No. 47/KB/2021, notice along with all accompanying documents has already been served on 02nd  day of August, 2021 and 03rd  day of August, 2021 on the Statutory/Secretarial Authorities, as directed by the said order, including upon the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies, West Bengal with whom the Petitioners are registered; Income Tax Department having jurisdiction over the Petitioners; Official Liquidator, High Court, Calcutta. An affidavit proving service, as aforesaid, has been filed by the Petitioners.

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 24.01.2022.

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 Financial Express 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 or by post or 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. CAA3 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.

Certified copy of the order may be issued, if applied for, upon compliance with all the requisite formalities.