Prem Pigments Limited Vs

Rajasekhar V.K., Member (Judicial)

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 (“Act”) for orders and directions with regard to dispensing of the meetings of shareholders and creditors in connection with the Scheme of Amalgamation of Prem Pigments Limited (“Transferor Company No. 1” or “Applicant Company No. 1”) with Prem Industries Limited and their respective shareholders and creditors. The Scheme provides for Amalgamation of the Applicant Company from the Appointed Date, viz., 01 January, 2022 in the manner and on the terms and conditions stated in Scheme of Amalgamation (“Scheme”) enclosed as Annexure No.1 to the Company Application.

It is submitted by Ld. Counsel appearing for the applicant, that the registered office of the Transferee Company is situated at NCT of Delhi and the registered office of the Transferor Company is situated in State of Uttar Pradesh. Therefore, the Transferor Company alone has filed the present application before this Tribunal, and a separate application in respect of the Transferee Company has been filed before NCLT Delhi.

It is submitted by Ld. Counsel appearing for the applicant, that the applicant has nine Equity Shareholders and two Unsecured Creditors as on 28.02.2022.

It is hereby submitted that the applicant company made the following contentions with respect to the dispensations of the requirement of convening meetings of the following person:

a. All the equity shareholders of Transferor Company have given their written consents by way of affidavits which are annexed to the application. The affidavits of consent of the Equity Shareholders of the Transferor Company are enclosed as Annexure No.10 to the Company Application;

b. There is no secured creditor in the Transferor Company;

c. The Unsecured Creditors of Transferor Company have given their written consent by way of affidavits. The affidavits of consent of the Unsecured Creditors of the Transferor Company are enclosed as Annexure No. 14 to the Company Application.

Directions are sought accordingly for:

(a) dispensing with convening, holding and conducting of meeting of the Equity Shareholders of the Applicant No-1 Company who have already given their consent to the Scheme;

(b) dispensing with the convening, holding and conducting of meeting of the Secured Creditors of Applicant No.1 since there is no such creditor in the Applicant No.1;

(c) dispensing with the convening, holding and conducting of meeting of the unsecured Creditors of Applicant who have already given their consent to scheme;

Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicant, we allow the instant application and make the following orders: -

(a) Meetings dispensed: Meetings of the Equity Shareholders and Unsecured Creditors of the Applicant are dispensed with under section 230(1) read with Section 232(1) of the Act in view of their filing consent Affidavits.

Notice under Section 230(5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall also be served on the (i) Central Government through the Regional Director, Northern Region, Ministry of Corporate Affairs; (ii) Registrar of Companies, Uttar Pradesh within whose jurisdiction the Applicant Company is registered; (iii) Income-Tax Authority within whose jurisdiction the Applicant Company is assessed, clearly indicating the PAN of the company concerned; (iv) the Official Liquidator, High Court, Allahabad; by hand delivery or by registered / speed post or by email forthwith. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days from the date of receipt of the notice with a copy of such representation being simultaneously sent to the Advocate of the said Applicants. 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 of Arrangement. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 in Form No.CAA3 of the said Rules with necessary variations, incorporating the directions herein.

The Applicant to file an affidavit proving service of notices to the Statutory Authorities.

The connected company petition be filed within a period of four weeks, considering the present pandemic conditions.

The application being Company Application (CAA) No.05/ALD/2022 is disposed of accordingly.

Certified copies of this Order, if applied for, be provided to the parties concerned upon completion of usual formalities.