In The Matter Of Lifestyle Dealtrade Private Limited And Another

Jinan K.R., J

This application has been filed by the Applicant Companies, namely, relating to amalgamation of Lifestyle Dealtrade Private Limited, (hereinafter referred as "Transferor Company") with Viksun Goods Private Limited ("Transferee Company") under Section 230 to 232 of the Companies Act, 2013 for obtaining sanction of this Tribunal regarding Scheme of Amalgamation of the above mentioned companies whereunder and whereby the entire undertaking of the Transferor Companies with all assets and liabilities relating thereto as a going concern is proposed to be transferred to and vested in the transferee company The Scheme of Amalgamation is annexed at Annexure- "E" to the application.

The reason that have necessitated for the said Scheme of Amalgamation as mentioned in the Application as, inter alia as follows:-

a. Both the applicants are in the same management and engaged into the business of trading activities. The Scheme of Amalgamation has been proposed to consolidate the group structure and provide advantages of synergies in business activities. The amalgamation will enable the amalgamated companies to broad base their business activities under the roof of the Transferee Company.

b. The amalgamation will result in economies of scale including reduction in overhead expenses relating to management and administration, better and more productive utilization of various resources.

The Board of Directors of all the Transferor Companies and the Transferee Company vide separate meetings dated 29th January, 2019 unanimously passed resolutions and approved the proposed Scheme of Amalgamation and true copies of the resolutions have been filed along with the application is annexed in the application being Annexure "F".

It is stated that the assets of the Applicant Companies are sufficient to meet all their liabilities and the Scheme of Amalgamation will not adversely affect the right of any of the creditors or any of the Applicant Companies in any manner whatsoever.

It is stated in the application that the Applicant Companies have made due provisions for payment of all the liabilities as and when the same will fall due.

It is stated that there are no proceedings pending against any of the Applicant Companies under Sections 235 to 252 of the Companies Act, 1956 and Section 217, 219, 221, 224 and 225 of Companies Act, 2013.

The Transferor Company has 2 equity shareholders. The Transferee Company has 3 equity shareholders. Certificate of Chartered Accountant confirming the list of shareholders is annexed to the application at Annexure-"H" to the application. Further affidavit of consent from all the shareholders of the applicant companies are annexed at Annexure-"I" to the application.

Both the Applicant Companies have Nil Secured and Unsecured Creditors as on 25th March, 2019. Certificates from Chartered Accountant confirming the same are annexed at Annexure- "J" and Annexure - "K" to the application.

It is submitted that following certificates/documents are also annexed with this company application:

a) Certificate from Chartered Accountant scheme complying Accounting standard (Annexure "M")

b) Share Valuation Report is annexed at Annexure-"G".

We have perused the documents annexed to the application and have heard the submissions made on behalf of the applicants and pass the following orders:-

a) In view of the individual affidavit given by the shareholders of the Transferee Company and Transferor Companies, meeting of the shareholders of the Transferee Company and Transferor Companies is hereby dispensed with.

b) In view of the fact that there are Nil Secured and Unsecured Creditors in both the applicant companies, so the question of convening and holding meeting of Creditors of applicant companies does not arise.

c) Let the notice be served as per requirements of sub-Section (5) of Section 230 of the Companies Act, 2013 alongwith all the documents including a copy of the Scheme and the Statement disclosing necessary details on the Central Government, through the

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

(ii) Registrar of Companies, West Bengal

(iii) Competition Commission of India

(iv) Official Liquidation

(v) Reserve Bank of India (if applicable)

(vi) Income Tax Department having jurisdiction over the Transferor Companies and Transferee company and 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 speed post within 7 days from the date of this order for filing their representation, if any, within 30 days from the date of notice. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days of the date of receipt of the notice with a copy of such representation being sent simultaneously to the applicants and/or their advocates. If no such representation is received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Amalgamation. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 in Form No. CAA.3 of the Companies (Compromises, Arrangements & Amalgamation) Rules, 2016 with necessary variations incorporating the directions therein.

e) The notice shall specify that representations, if any, should be filed before this Tribunal within 30 days of date of receipt of the notice with a copy of such representations being sent simultaneously to the petitioners and/or their Authorized Representatives. If no such representations are received by the Tribunal within the said period, it shall be presumed that such authorities have no representations to make on the scheme of amalgamation.

f) All petitioner Companies at least 7 days before the date of the hearing of the petition shall file affidavit of service of notices on the authorities specified above including the Sectoral Regulators.

g) The authorized representative of the applicant companies shall furnish an affidavit of compliance of all directions contained.

h) The applicants are directed to file confirmation petition within four weeks from the date of the order.

The application being C.A.No (CAA) 627/KB/2019 is disposed off accordingly.

There shall be no order as to costs.

Urgent certified copy of this order, if applied for be issued upon compliance with all requisite formalities.