Calcutta Ferrous Ltd vs Registrar of Companies

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 Calcon Foundry Limited, being the Applicant No. 2 abovenamed ("Transferor Company" or “Calcon”) with Calcutta Ferrous Ltd, being the Applicant No. 1  abovenamed ("Transferee Company" or “Calcutta”) whereby and where under the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st Day of April, 2022 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). The Scheme has been made bona fide and is in the interest of all concerned.

The proposed Scheme of Amalgamation has been approved by the Companies by their respective Board Meetings held on 28th day of February, 2022 and the same are attached to the petition as Annexure - F at page 217 to 220.

It is submitted by Ld. counsel appearing for the Applicant(s) submit that the shares of the Applicant No. 1  and  2 are not listed in any stock exchanges. Further, the Applicant(s) have the following classes of shareholders and creditors:-

Sl. No.

Name of Applicant Companies

Equity Shareholders (Nos)

Preference Shareholders (Nos)

Secured Creditors (Nos)

Unsecured Creditors

(Nos)

1

Calcutta Ferrous Limited

7

Nil

1

117

2

Calcon Foundry Limited

9

Nil

Nil

1

It is submitted that all Equity Shareholders of the Applicant No. 1 and 2, Secured Creditor of Applicant No. 1 in 100% value, Unsecured Creditors of Applicant Company No. 1 in 91% in value, unsecured creditor of Applicant No. 2 in 100% value, have already given their consent to the Scheme by way of affidavits which are annexed to the application.

Directions are sought for dispensing with meetings of the Equity shareholders, secured creditor of Applicant No. 1 and unsecured creditors of Applicant No. 1 and 2 who have already given their consent to the Scheme.

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 and 2, Meeting of Secured Creditor of Applicant No. 1 and meeting of Unsecured Creditor of Applicant No. 1 & 2, 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 is registered; Official Liquidator; and Income Tax Department having jurisdiction over the Applicant ; by sending the same by hand delivery through special messenger, by speed 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 Authorised Representative 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 Composite 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 disclosures required under Rule 6 & incorporating the directions herein.

The Company Application being C.A. (CAA) No. 99/(KB)/2022 is disposed of accordingly.

The applicants to file an affidavit proving service of notices to all statutory /sectoral authorities and compliance of all the directions contained.

Connected Company Petition should be filed within a period of three weeks from the date of issue of this order.

Urgent Certified copy of this order, if applied for, be supplied to the parties, subject to compliance with all requisite formalities.