Avishkar Dealers Private Limited Vs

Harish Chander Suri, Member(Technical)

The court is convened via video conference.

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 meetings of shareholders and creditors in connection with the Scheme of Amalgamation of M/s. Avishkar Dealers Private Limited being “Transferor Company No. 1”, M/s. Amber Vyapaar Private Limited, being "Transferor Company No. 2", M/s. Dhanlabh Dealer Private Limited being “Transferor Company No. 3”, M/s. Espirit Commerce Private Limited being “Transferor Company No. 4”, M/s. Gangaur Marketing Private Limited being “Transferor Company No. 5”, M/s. Ideal Stockist Private Limited being “Transferor Company No. 6”, M/s. Kapish Dealcom Private Limited being “Transferor Company No. 7”, M/s. Kalash Vinimay Private Limited being “Transferor Company No. 8”, M/S. Rolta Commercial Private Limited being “Transferor Company No. 9”, M/s. Sammedhshikhar Commerce Private Limited being “Transferor Company No. 10” with M/s. Nupur Tradecom Private Limited, being the "Transferee Company" 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. Counsel appearing for the Applicants that the shares of the Applicant are not listed. Further, the Applicants have the following classes of shareholders and creditors:-

Sl.

No.

Name of Applicant Companies

Equity

Shareholders

(Nos)

Creditor

(Nos)

1

Avishkar Dealers Private Limited

2

Nil

Nil

2

Amber Vyapaar Private Limited

2

3

Dhanlabh Dealer Private Limited

3

Nil

4

Espirit Commerce Private Limited

3

Nil

5

Gangaur Marketing Private Limited

3

Nil

6

Ideal Stockist Private Limited

2

Nil

7

Kapish Dealcom Private Limited

3

Nil

8

Kalash Vinimay Private Limited

3

Nil

9

Rolta Commercial Private Limited

3

Nil

10

Sammedhshikhar Commerce Private

Limited

2

Nil

11

Nupur Tradecom Private Limited

4

Nil

It is further submitted that all Equity Shareholders of the Applicant Company have already given their consent to the Scheme by way of affidavits which are annexed to the application. The Applicant Companies do not have any creditors.

Directions are sought accordingly for dispensing with meetings of the classes of equity shareholders and creditors who have already given their consent to 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 Applicant, we allow the instant application and make the following orders:-

Meetings dispensed: Meetings of the Equity Shareholders, of Applicant Company are dispensed with under Section 230(1) [read with Section 232(1)] of the Act. Since the Applicant Companies does not have any creditor, hence the question of conducting meeting of the creditor does not arise.

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 following :

(i) Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata;

(ii) Registrar of Companies, West Bengal;

(iii) Official Liquidator, High Court of Calcutta; and

(iv) Income Tax Department having jurisdiction over the Applicants, clearly indicating the PAN of the companies concerned.

by sending the same by hand delivery through special messenger, by speed post and 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 Advocate of the said Applicant. 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. CAA 3 of the said Rules with necessary variations, incorporating the directions herein.

The Applicant to file an affidavit proving service of notices to all statutory/sectoral authorities and compliance of all directions contained herein within two weeks after such services.

The application being Company Application (CAA) No. 64/KB/2022 is disposed of accordingly.

Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.