Neelamber Catterers Pvt. Ltd Vs

Harish Chander Suri, 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 meetings of shareholders and creditors in connection with the Scheme of Amalgamation of Aparna Promoters & Developers Private Limited, being the Applicant No.1 above named ("Transferor Company No 1" or “Applicant No.1”) and Culti Flora Private Limited, being the Applicant No.2 above named ("Transferor Company No 2" or “Applicant No.2”), Fortune Capital City & Towers Private Limited being the Applicant No.3 above named ("Transferor Company No. 3" or “Applicant No.3”), SKG Coal Traders Private Limited being the Applicant No.4 above named ("Transferor Company No. 4" or “Applicant No.4”) with Neelamber Caterers Private Limited, being the Applicant No.5 abovenamed ("Transferee Company" or “Applicant No. 5”) whereby and whereunder the Transferor Companies is proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 01.04.2021 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 to 5 are not listed. Further, the Applicants have the following classes of shareholders and creditors:-

(a) Applicant No.1: 3 Equity Shareholders, NIL Secured Creditors and NIL Unsecured Creditors.

(b) Applicant No.2: 3 Equity Shareholders, NIL Secured Creditors and NIL Unsecured Creditors having

(c) Applicant No.3: 4 Equity Shareholders, NIL Secured Creditors and NIL Unsecured Creditors

(d) Applicant No.4: 5 Equity Shareholders, NIL Secured Creditors and NIL Unsecured Creditors

(e) Applicant No.5: 7 Equity Shareholders, 1 Secured Creditor and 3 Unsecured Creditors having value of Rs. 25,27,382.64/- and Rs. 6,40,669.95/- respectively.

It is further submitted that all the Equity Shareholders of the Applicant No.1 to 5, and 100 percent in value of the Secured and Unsecured Creditors of Applicant no. 5 have already given their consent to the Scheme by way of affidavits which are annexed to the application.

Directions are sought accordingly for dispensing with meetings of the classes of shareholders and creditors 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:-

(a) Meetings dispensed: Meetings of the Equity Shareholders of the Applicant No.1 to 5, Meetings of the Secured creditors and Unsecured Creditors of the Applicant No. 5 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 also be served on the Regional Director, Eastern Region Ministry of Corporate Affairs, Kolkata; Registrar of Companies with whom the Applicants are registered; Official Liquidator, High Court, Calcutta and Income Tax Department having jurisdiction over the Applicants, by sending the same by hand delivery through special messenger or by post or 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 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 Applicants to file an affidavit proving service of notices and compliance of all directions contained herein.

The application being Company Application (CAA) No.210/KB/2021 is disposed of accordingly.

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