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Judgment
This is joint application filed by the applicant companies herein, NIKUNJ FOODS PRIVATE LIMITED (""for brevity Transferor Company-1""),
ADVANCE COMMOTRADE PRIVATE LIMITED (""for brevity Transferor Company-2""), RATNAKAR DEALTRADE PRIVATE LIMITED
(""for brevity Transferor Company-3""), LITTLESTAR TRADELINKS PRIVATE LIMITED (""for brevity Transferor Company-4""), SRI LEHRA
JEWELLERS PRIVATE LIMITED (""for brevity Transferor Company-5""), JAGMATA COMOSALES LIMITED (""for brevity Transferor
Company-6""), ICON VANIJYA PRIVATE LIMITED (""for brevity Transferor Company-7""), GINIUS VINTRADE PRIVATE LIMITED (""for
brevity Transferor Company-8""), ARHAAN HOLDINGS PRIVATE LIMITED (""for brevity Transferor Company-9""), AJAY KUMAR JAIN
HOLDINGS PRIVATE LIMITED (""for brevity Transferor Company-10"") and KALINDI FARMS PRIVATE LIMITED (""for brevity Transferee
Company""), under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement by way of Amalgamation (hereinafter
referred to as the ""SCHEME"") proposed between the applicants.
Affidavit in support of the above application sworn by Mr. Abhishek Jain, the Director of all the applicant companies, being the authorized
signatories of the all applicant companies, who has been authorized vide board resolutions dated 16.11.2020 for both the Transferor Companies and
Transferee Company, has been duly filed, along with the application. It is also represented that the registered office of the applicant companies are
under the domain of Registrar of Companies, NCT of New Delhi & Haryana and within the territorial jurisdiction of this Tribunal.
The Transferor Company-1 is a private limited company incorporated on 29.12.1993 under the provisions of Companies Act, 1956 bearing CIN
U51219DL1993PTC335978 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""NIKUNJ FOODS PRIVATE
LIMITED' and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of the
Transferor Company is Rs.2,20,000/- and the Paid-up Share Capital is Rs. 2,14,850/-
The Transferor Company-2 is a private limited company incorporated on 17.02.2010 under the provisions of Companies Act, 1956 bearing CIN
U51909DL2010PTC335979 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""ADVANCE COMMOTRADE
PRIVATE LIMITED"" and having its registered office at 54, Okhla industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of
the Transferor Company is Rs.3,50,000/- and the Paid-up Share Capital is Rs. 3,49,500/-
The Transferor Company-3 is a private limited company incorporated on 08.02.2010 under the provisions of Companies Act, 1956 bearing CIN
U51909DL2010PTC335985 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""RATNAKAR DEALTRADE
PRIVATE LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-Ill New Delhi 110020. The Authorized Share Capital of
the Transferor Company is Rs. 2,40,000/- and the Paid-up Share Capital is Rs. 2,40,000/-
The Transferor Company-4 is a private limited company incorporated on 17.02.2010 under the provisions of Companies Act, 1956 bearing CIN
U51909DL2010PTC335975 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""LITTLESTAR TRADELINKS
PRIVATE LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of
the Transferor Company is Rs.3,50,000/- and the Paid-up Share Canital is Rs 3,49,200/-
The Transferor Company-5 is a private limited company incorporated on 17.09.1997 under the provisions of Companies Act, 1956 bearing CIN
U51909DL1997PTC335977 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""SRI LEHRA JEWELLERS
PRIVATE LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of
the Transferor Company is Rs.3,30,000/- and the Paid-up Share Capital is Rs. 3,27,000/-
The Transferor Company-6 is a private limited company incorporated on 11.04.2013 under the provisions of Companies Act, 1956 bearing CIN
U51909DL2013PTC336606 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""JAGMATA COMOSALES
LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of the
Transferor Company is Rs.50,000/- and the Paid-up Share Capital is Rs. 50,000/-
The Transferor Company-7 is a private limited company incorporated on 18.05.2010 under the provisions of Companies Act, 1956 bearing CIN
U52190DL2010PTC336071 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""ICON VANIJYA PRIVATE
LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of the
Transferor Company is Rs.20,000/- and the Paid-up Share Capital is Rs. 20,000/-
The Transferor Company-8 is a private limited company incorporated on 17.05.2010 under the provisions of Companies Act, 1956 bearing CIN
U52100DL2010PTC336070 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""GINIUS VINTRADE PRIVATE
LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of the
Transferor Company is Rs.10,000/- and the Paid-up Share Capital is Rs. 10,000/-
The Transferor Company-9 is a private limited company incorporated on 07.10.2011 under the provisions of Companies Act, 1956 bearing CIN
U74140DL2011PT0225931 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""ARHAAN HOLDINGS
PRIVATE LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of
the Transferor Company is Rs.1,10,000/- and the Paid-up Share Capital is Rs. 1,05,000/-
The Transferor Company-10 is a private limited company incorporated on 18.10.2011 under the provisions of Companies Act, 1956 bearing CIN
U74000DL2011PTC226440 with registrar of Companies, NCT of Delhi and Haryana under the name and style of ""AJAY KUMAR JAIN
HOLDINGS PRIVATE LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized
Share Capital of the Transferor Company is Rs.1,10,000/- and the Paid-up Share Capital is Rs. 1,05,000/-
The Transferee Company is a private limited company incorporated under the provisions of Companies Act, 1956 on 16.07.1987 vide CIN
U74899DL1987PTCO28636 with Registrar of Companies, NCT of Delhi & Haryana in the name and style of ""KALINDI FARMS PRIVATE
LIMITED"" and having its registered office at 54, Okhla Industrial Estate, Phase-III New Delhi 110020. The Authorized Share Capital of the
Transferee company is Rs. 15,00,00,000/- and the Paid-Up Share Capital is Rs. 11,14,470/-
The Transferor Companies as well as the Transferee Company have filed their respective Memoranda and Articles of Association inter alia
delineating their object clauses, as well as their last Audited Annual Accounts for the financial 31.03.2020.
The Applicant companies, vide their respective meeting of the Board of Directors held on 16.11.2020 have unanimously approved the proposed
Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record.
It is stated that the Transferor Company-1 is having 3 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 1 Unsecured Creditor and consent by way of affidavit has been given. It is further represented that the Company has NIL Secured
Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and un-secured creditors it
seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured Creditors
therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferor Company-2 is having 2 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 1 Unsecured Creditor and consent by way of affidavit has been given.. It is further represented that the Company has NIL Secured
Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and un-secured creditors it
seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured Creditors
therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferor Company-3 is having 2 Shareholders, Certificate from Chartered Accountants certifyirrg list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 1 Unsecured Creditor and consent by way of affidavit has been given. It is further represented that the Company has NIL Secured
Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and un-secured creditors it
seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured Creditors
therefore the necessity of convening/holding a meeting does not arise.
19 It is stated that the Transferor Company-4 is having 2 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 1 Unsecured Creditor and consent by way of affidavit has been given. It is further represented that the Company has NIL Secured
Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders and un-secured creditors it
seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured Creditors
therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferor Company-5 is having 2 Shareholders, Certificate from Chartered A.ccountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 1 Unsecured Creditor and consent by way of affidavit has been given. It is further represented that the Company has NIL Secured
Creditors, Certificate from Chartered Accountants 'certifying list of creditors is annexed. In relation to the shareholders and un-secured creditors it
seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured Creditors
therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferor Company-6 is having 7 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 2 Unsecured Creditors , all of them have given their respective consents by way of affidavits. It is further represented that the
Company has NIL Secured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders
and un-secured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are
no Secured Creditors therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferor Company-7 is having 2 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 2 Unsecured Creditors, all of them have given their respective consents by way of affidavits. It is further represented that the
Company has NIL Secured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders
and un-secured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are
no Secured Creditors therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferor Company-8 is having 2 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 3 Unsecured Creditors , all of them have given their respective consents by way of affidavits. It is further represented that the
Company has NIL Secured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders
and un-secured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are
no Secured Creditors therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferor Company-9 is having 3 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 2 Unsecured Creditors, both of them have given their respective consents by way of affidavits. It is further represented that the
Company has NIL Secured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders
and un-secured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are
no Secured Creditors therefore the necessity of convening/ holding a meeting does not arise.
It is stated that the Transferor Company-10 is having 3 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 2 Unsecured Creditors, both of them have given their respective consents by way of affidavits. It is further represented that the
Company has NIL Secured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders
and un-secured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are
no Secured Creditors therefore the necessity of convening/holding a meeting does not arise.
It is stated that the Transferee Company is having 3 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is
annexed and both of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that
the Company has 2 Unsecured Creditors and both of them have given their respective consents by way of affidavits. It is further represented that the
Company has NIL Secured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders
and un-secured creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are
no Secured Creditors therefore the necessity of convening/holding a meeting does not arise.
The appointed date as specified in the Scheme is 01st April, 2020 subject to the directions of this Tribunal.
Taking into consideration the submissions and the documents filed therewith, we propose to issue the following directions with respect to
convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way
of paper publication as follows: -
A. In relation to the Transferor Company-1:
a) With respect to Equity shareholders: In view of consent affidavits, from 3 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There is 1 Un-secured Creditor, having 100% voting share been filed, convening the meeting is
dispensed with.
B. In relation to the Transferor Company-2:
a) With respect to Equity shareholders: In view of consent affidavits, from 2 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There is 1 Un-secured Creditor, having 100% voting share been filed, convening the meeting is
dispensed with.
C. In relation to the Transferor Company-3:
a) With respect to Equity shareholders: In view of consent affidavits, from 2 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There is 1 Un-secured Creditor, having 100% voting share been filed, convening the meeting is
dispensed with.
D. In relation to the Transferor Company-4:
a) With respect to Equity shareholders: In view of consent affidavits, from 2 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There is 1 Un-secured Creditor, having 100% voting share been filed, convening the meeting is
dispensed with.
E. In relation to the Transferor Company-5:
a) With respect to Equity shareholders: In view of consent affidavits, from 2 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors': There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There is 1 Un-secured Creditor, having 100% voting share been filed, convening the meeting of
shareholders/members is dispensed with.
F. In relation to the Transferor Company-6:
a) With respect to Equity shareholders: In view of consent affidavits, from 7 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There are 2 Un-secured Creditors, having 100% voting share been filed, convening the meeting is
dispensed with.
G. In relation to the Transferor Company-7:
a) With respect to Equity shareholders: In view of consent affidavits, from 2 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There are 2 Un-secured Creditors, having 100% voting share been filed, convening the meeting is
dispensed with.
H. In relation to the Transferor Company-8:
a) With respect to Equity shareholders: In view of consent affidavits, from 2 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There are 3 Un-secured Creditors, having 100% voting share been filed, convening the meeting is
dispensed with.
I. In relation to the Transferor Company-9:
a) With respect to Equity shareholders: In view of consent affidavits, from 3 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There are 2 Un-secured Creditors, having 100% voting share been filed, convening the meeting is
dispensed with.
J. In relation to the Transferor Company-10:
a) With respect to Equity shareholders: In view of consent affidavits, from 3 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There are 2 Un-secured Creditors, having 100% voting share been filed, convening the meeting is
dispensed with.
K. In relation to Transferee Company:
a) With respect to Equity shareholders: In view of consent affidavits, from 3 equity shareholders having 100% voting share been filed, convening
the meeting of shareholders/members is dispensed with.
b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise.
c) With respect to Unsecured Creditors: There are 2 Un-secured Creditors (having 100% in value) have filed their respective consents by way of
affidavits therefore convening the meeting is dispensed with.
Notice of this application shall also be served on the following:
(i) Regional Director, Ministry of Corporate Affairs, B-2 Wing, 2 Floor, Paryawaran Bhavan, COO Complex, New Delhi-110003;
(ii) Registrar of Companies at 4 floor, IFCI Tower, 61, Nehru Place, New Delhi-110019;
(iii) Official liquidator, Lok Nayak Bhavan, 8 Floor, Khan Market, New Delhi- 110001;
(iv) Income Tax Department, Income Tax Office, Additional Commissioner Of Income Tax, Special Range 4, Central Revenue Building, IP Estate,
New Delhi-110002. The notices to Income Tax Authorities shall disclose sufficient details like PAN, ward numbers and assessing officers so that
timely and proper reply may be filed.
(v) and any other sectoral regulators required to be served.
The application stands allowed on the aforesaid term and disposed off.