Mudrika Goods Private Limited vs Registrar of Companies

Rajasekhar V. K., Member (Judicial)

Ld. Authorised Representative for the petitioners present.

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 (“Actâ€) for orders and directions with regard to meetings of shareholders and creditors in connection with the Scheme of Amalgamation of

MUDRIKA GOODS PRIVATE LIMITE, D(hereinafter referred to as the TRANSFEROR COMPANY) witDh IPLOMAT LIMITED

(hereinafter referred to as the Transferee Company) whereby the transferor company is proposed to be amalgamated with the transferee company

from the appointed date, viz 01st April 2020 in the terms and conditions stated in the said Scheme of Arrangement (“Schemeâ€​).

By an order dated 14.09.2021 in Company Application (CAA) No. 67/KB/2021, this Tribunal made the following directions with regard to meetings

of shareholders and creditors underSection 230(1)-

a. Meetings dispensed: Meetings of the Equity Shareholders and Creditors of the Petitioner Companies for considering the Scheme were dispensed

with in view of all such shareholders and creditors having given their consent to the Scheme by way of affidavits.

Ld. Authorised Representative appearing for the Petitioner submits that all the shareholders and creditors duly approved the Scheme by requisite

majority by way of affidavit and the Petitioner now seeks admission of the instant petition presented by them for sanction of the Scheme.

The Ld. Authorised Representative for the Petitioner further submits that in compliance with Section 230(5) of the Companies Act, 2013 and the

said order dated 14.09.2021 made in Company Application (CAA) No. 67 / KB / 2021, notice along with all accompanying documents has already

been served on 28-09-2021 on the Statutory/Sectoral Authorities, as directed by the said order, including upon the Registrar of Companies with whom

the Petitioner is registered and Reserve Bank of India, Kolkata and on 24-09-2021 on Official Liquidator, Regional Director, Eastern Region, Ministry

of Corporate Affairs, Kolkata; Income Tax Department having jurisdiction over the Petitioner. An affidavit proving service, as aforesaid,has been filed

by the Petitioner.

Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Petitioner, we admit the

instant petition and fix the next date of hearing on 04.03.2022.

At least 10 (ten) clear days before the said date fixed for hearing, the Petitioner 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 Rulesâ€​).

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 Petitioner. 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 Petitioner to file an affidavit confirming compliance of the above-mentioned directions ofthis Tribunal, 3 (Three) days before the next date of

hearing.

The Petitioner 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.