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Judgment
Chief Justice (Retd.) Ramalingam Sudhakar
This application is filed on behalf of M/s Lund and Blockley Private Limited and M/s Kashipur Holdings Limited, the “Applicants” under Rule 16(d) of the NCLT Rules, 2016 seeking following reliefs from this Tribunal:
a. “Transfer the Company Applications filed by the applicant companies before the National Company Law Tribunal, Mumbai Bench and National Company Law Tribunal, Allahabad Bench respectively, being C.A.(CAA)No.103/MB/2023 and C.A(CAA)No.5/ALD/2023 respectively to National Company Law Tribunal, Kolkata Bench, within whose jurisdiction the registered offices of majority of companies are situated to be heard along with the applications, being C.A.(CAA)No.35/KB/2023 pending before the National Company Law Tribunal, Kolkata Bench filed by Ajay Commercial Company Pvt. Limited, Facit Commosales Pvt. Limited, J B Commercial Co Pvt. Limited, J Boseck & Co. Pvt. Limited, Supreet Vyapaar Pvt. Ltd. and HWL Traders Limited for sanction of the said composite Scheme of Arrangement before the NCLT, Kolkata Bench;
b. Direct the Registry to dispatch all records through official channel;
c. Such further order or orders and/or direction or directions be passed as to which this Hon’ble Tribunal may deem fit and proper in the circumstances of the case.”
Ld. Counsel for the Applicants submits that a Composite Scheme of Arrangement of Ajay Commercial Company Private Limited ("ACCPL"), Facit Commosales Private Limited ("FCPL"), J B Commercial Co. Private Limited ("JBCCPL"), J Boseck & Co. Private Limited ("JBCPL"), Lund & Blockley Private Limited ("LBPL"), Supreet Vyapaar Private Limited ("Amalgamating Company"), Kashipur Holdings Limited ("KHL") and HWL Traders Limited ("HTL") and their respective shareholders and creditors (hereinafter referred to as “the said Scheme”) has been approved by the Board of Directors of ACCPL, FCPL, JBCCPL, JBCPL, LBPL, SVPL, KHL and HTL, vide Board Resolution dated 28.09.2022 (attached with the Application and marked as Annexure-B) whereby:
(i) the Demerged Undertakings (as defined in the Scheme) of ACCPL, FCPL, JBCCPL, and JBCPL, whose registered offices are situated in State of West Bengal and LBPL, whose registered office is situated in the State of Maharashtra are proposed to be demerged to KHL, whose registered office is situated in the State of Uttarakhand;
(ii) the Amalgamating Company, whose registered office is situated in the State of West Bengal is proposed to be amalgamated with KHL, whose registered office is situated in the State of Uttarakhand; and
(iii) the Kashipur Demerged Undertaking (as defined in the Scheme) of KHL, whose registered office is situated in the State of Uttarakhand is proposed to be demerged to HTL, whose registered office is situated in the State of West Bengal.
It is further submitted that, under the extant law, the companies involved in the said Scheme are required to obtain due approval of the Scheme by the jurisdictional NCLT Benches. The registered office of LBPL is situated in the state of Mumbai and falls within the jurisdiction of NCLT, Mumbai Bench. KHL has its registered office in the State of Uttarakhand which falls within the jurisdiction of NCLT, Allahabad Bench. The registered offices of other companies are situated in the State of West Bengal and fall within the jurisdiction of NCLT, Kolkata Bench.
Hence this application has been filed invoking Rule 16(d) of NCLT Rules, 2016 read with Rule 11 of NCLT Rules, 2016, seeking transfer of the applications filed by the Applicant Companies before NCLT, Mumbai Bench and NCLT, Allahabad Bench to NCLT, Kolkata Bench, within whose jurisdiction majority of the Companies forming part of the scheme are situated so that the cases can be disposed of effectively by a single bench rather than three different benches.
As the matters are connected and arising out of the same Scheme of Amalgamation, it is just and necessary that the above application be consolidated with the connected matters and heard together at NCLT, Kolkata Bench.
Accordingly, in the interest of justice and for better adjudication this Transfer Application bearing no. TA (Co. Act)-14(PB)/2023 is allowed as prayed for and all pending applications stand disposed of.