DSPL Investments Private Limited Vs

Rajasekhar V.K. Member (Judicial)

The court convened by 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 meeting of shareholders and creditors in connection with the Scheme of Amalgamation of DSPL Investments Private Limited ("Transferor Company No. 1" or “Applicant No.1” or “DSPL”), Dalmia Investmart Private Limited ("Transferor Company No.2" or “Applicant No.2” or “DIPL”) with Mount Intra Finance Pvt. Ltd, being the Applicant No. 3 above named ("Transferee Company" or “Applicant No. 3” or “MIFPL”) whereby and where under the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1stDay 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 No. 1, Applicant No. 2, and Applicant No. 3 are not listed in any stock exchanges. Further, the Applicants 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

DSPL

Investments Private Limited

4 (Four)

NIL

NIL

NIL

2

Dalmia Investmart Private Limited

9 (Nine)

NIL

NIL

NIL

3

Mount          Intra Finance Pvt. Ltd

8 (Eight)

NIL

NIL

1(One)

It is further submitted that all Equity Shareholders of the Applicant No. 1, Applicant No. 2 and Applicant No. 3 have already given their consent to the Scheme by way of affidavits which are annexed to the application. A Supplementary Affidavit has been filed by the Applicants to bring on record consent affidavit of Nishant Dalmia as there were some errors in his affidavit annexed to the application.

It is further submitted that there are no secured creditors in Applicant Company No. 1, Applicant Company No. 2 and Applicant Company No. 3.

It is further submitted that there are no unsecured creditors in the Applicant Company No.1 and 2 and that the unsecured creditor of Applicant Company No. 3, in value 100%, have already given their consent to the Scheme by way of affidavit which is annexed to the application.

Directions are sought accordingly for dispensing with meetings of the classes of shareholders and unsecured creditor who have already given their unconditional consent to the Scheme under Section 230(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 all the Applicant Companies and Unsecured Creditor of the Applicant No.3, 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 following:

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

(ii) Registrar of Companies West Bengal

(iii) Official Liquidator, High Court of Calcutta;

(iv) Reserve Bank of India, Kolkata; and

(v) Income Tax Department having jurisdiction over the Applicants

The notice shall be sent by hand delivery through special messenger or by 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 Authorised Representative 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 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 Applicant(s) 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.5/KB/2022 is disposed of accordingly.

Connected company petition be filed within a period of four weeks.

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