Agarwalla Udyog Private Limited Vs

Balraj Joshi, Member (Technical)

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 dispensation of meeting of shareholders and creditors as applicable, in connection with the Scheme of Amalgamation of Anantshri Dealers Limited, being the Applicant No. 2 abovenamed ("Transferor Company No. 1" or “Anantshri”), Animish Enterprises Limited, being the Applicant No. 3 abovenamed ("Transferor Company No. 2" or “Animish”), Apramatt Suppliers Limited, being the Applicant No. 4 abovenamed ("Transferor Company No. 3" or “Apramatt”), Bharta Sales Limited, being the Applicant No. 5 abovenamed ("Transferor Company No. 4" or “Bharta”),  Bhugarbh  Network  Limited,  being  the  Applicant  No.  6 abovenamed ("Transferor Company No. 5" or “Bhugarbh”), Buddhinath Trade Private Limited, Buddhipriya, being the Applicant No. 7 abovenamed ("Transferor Company No. 6" or “Buddhinath”), Buddhipriya Merchants Private Limited, being the Applicant No. 8 abovenamed ("Transferor Company No. 7" or “Buddhipriya”), Fiddle Fintrade Private Limited, being the Applicant No. 9 abovenamed ("Transferor Company No. 8" or “Fiddle”), Ganadhyaksh Vyapar Private Limited, being the Applicant No. 10 abovenamed ("Transferor Company No. 9" or “Ganadhyaksh”), Gaurinandan Vyapar Private Limited, being the Applicant No. 11 abovenamed ("Transferor Company No. 10" or “Gaurinandan”), Gopta Tradecom Limited, being the Applicant No. 12 abovenamed ("Transferor Company No. 11" or “Gopta”), Gramani Agencies Limited, being the Applicant No. 13 abovenamed ("Transferor Company No. 12" or “Gramani”), Gunabhrit Dealtrade Limited, being the Applicant No. 14 abovenamed ("Transferor Company No. 13" or “Gunabhrit”), Gurutam Management Limited, being the Applicant No. 15 abovenamed ("Transferor Company No. 14" or “Gurutam”), Pincers Tracom Private Limited, being the Applicant No. 16 abovenamed ("Transferor Company No. 15" or “Pincers”) with Agarwalla Udyog Private Limited, being the Applicant No. 1 abovenamed ("Transferee Company" or “Agarwalla”) whereby and whereunder the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st Day of April, 2021 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”).

It is submitted by Ld. Authorised Representative appearing for the Applicant(s) that the shares of the Applicant No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 are not listed in any stock exchanges. There are no secured creditors and Nil preference shares in all the applicant companies. Further, the Applicant(s) have the following classes of shareholders and creditors: -

Sl No

Name of Applicant Companies

Equity Shareholders

Unsecured Creditors

1

Agarwalla Udyog Private Limited

4

Nil

2

Anantshri Dealers Limited

7

1

3

Animish Enterprises Limited

7

Nil

4

Apramatt Suppliers Limited

7

1

5

Bharta Sales Limited

7

Nil

6

Bhugarbh Network Limited

7

Nil

7

Buddhinath Trade Private Limited,

4

Nil

8

Buddhipriya Merchants Private Limited

4

Nil

9

Fiddle Fintrade Private Limited

2

1

10

Ganadhyaksh Vyapar Private Limited

4

Nil

11

Gaurinandan Vyapar Private Limited

2

Nil

12

Gopta Tradecom Limited

7

Nil

13

Gramani Agencies Limited

7

Nil

14

Gunabhrit Dealtrade Limited

7

Nil

15

Gurutam Management Limited

7

Nil

16

Pincers Tracom Private Limited

2

Nil

It is further submitted that all Shareholders of Applicant No. 1, 2, 3, 4, 5, 6, 7, 8, 9 10, 11, 12,13, 14, 15, and 16 have already given their consent to the Scheme by way of affidavits which are annexed to the application. Applicants No. 2, 4, and 9 have 1 unsecured creditor and the said unsecured creditors have given NOC in the form of an affidavit which is annexed to the application. Other applicants have NIL unsecured creditors.

Directions are sought accordingly for dispensing with meetings of the equity shareholders and meeting of unsecured creditors of Applicant No. 2, 4, and 9, who have already given their consent to the Scheme to consider the Scheme under Section 230(1) read with Section 232(1) of the Act.

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 orders: -

Meetings dispensed:

Meetings of the Equity Shareholders, of the Applicant No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12,13, 14, 15, and 16 and meeting of unsecured creditors of Applicant No. 2, 4 and 9 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 be served on the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata; Registrar of Companies with whom the Applicant(s) are registered; Official Liquidator, High Court, Kolkata; Income Tax Department having jurisdiction over the Applicant(s) and Reserve Bank of India; by sending the same by hand delivery through special messenger or by Sped Post and also by email within two weeks from the date of receiving this order. 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 Advocates / Authorised Representative of the said Applicant(s). 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 Amalgamation. 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 Applicants to file an affidavit proving service of notice of meeting and publication of advertisement and compliance of all directions contained herein at least a week before the meetings to be held.

The connected company petition shall be filed within Four weeks of the issue of this order.

The application being Company Application (CAA) No. 91/(KB)/2022 is disposed of accordingly.