Sidhimangal Merchants Private Limited vs Registrar of Companies

Balraj Joshi, Member (Technical)

This is an application under sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 filed by the Applicant Companies, namely, Sidhimangal Merchants Private Limited (Transferor Company No. 1), Wellplan Dealcomm Private Limited (Transferor Company No. 2), Fordon Advertising and Marketing Private Limited (Transferor Company No. 3), Silko Multimedia Private Limited (Transferor Company No. 4), and Sanghi Investment Advisors Private Limited (Transferee Company), in connection with a proposed Scheme of Amalgamation of the Applicant Companies. (“Scheme”) for which the copy of the board resolution dated 21.02.2022 is annexed as Annexure-F on pages no.226-233.

It is submitted by the Ld. Authorized Representative for the Applicants that the shareholders of all the applicant companies have given their consent to the scheme by way of affidavits which are annexed to the application and marked as “Annexure-I”.

It is submitted by the Ld. Authorized Representative for the Applicants that there are no creditors in the applicant companies as certified by the Statutory Auditor of the respective applicant companies, therefore convening /dispensing of meetings does not arise which are annexed to the application and marked as “Annexure-L-M”.

Directions are sought accordingly for:

(a) Dispensing with meetings of the Equity Shareholders of all the Applicant Companies

(b) Dispensing with meetings of the secured and Unsecured Creditors of all the Applicant Companies as having NIL creditors.

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

(a) Meetings dispensed:

Meetings of the Equity Shareholders of all the Applicant Companies and the meetings of the secured and Unsecured Creditors of all the applicant companies are dispensed with under Section 230(1) read with Section 232(1) of the Act.

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. Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata;

ii. the Registrar of Companies with whom the Applicants are registered;

iii. the Official Liquidator, High Court, Calcutta and

iv. The concerned Income-Tax Assessing Officer along with the Chief Commissioner of Income-Tax with PAN Numbers of the Applicant Companies through E-Mail and by Speed Post, or by messenger, within two weeks from the date of receiving the order.

v. Such other relevant sectoral regulators/authorities, if applicable, which are likely to be affected by the proposed scheme, by sending the same by hand delivery through Special Messenger or by registered post or by Speed Post, and/or by E-Mail, within ten days from the date of this order for filing their representation, if any, on the Application within 30 days from the date of the notice;

The application being Company Application (CAA) No.93/KB/2022 is disposed of accordingly.

The connected company petition is to be filed within Six Weeks from the date of issue of this order