Ricochet Commercial Private Limited Vs

Balraj Joshi, Member (Technical)

The instant application has been filed in the first stage of the proceedings under Section 230 and 232 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 Ricochet Commercial Private Limited (“Transferor Company”) with Jamini Trading Private Limited (“Transferee Company”) whereby and whereunder 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”).

It is submitted by Ld. counsel appearing for the Applicants that the Appointed Date as per the Scheme is 1st Day of April, 2022.

It is submitted by Ld. counsel appearing for the Applicants that the JAMINI TRADING PRIVATE LIMITED, Transferee Company is a Non-Banking FinancialCompany (NBFC).

It is submitted by Ld. counsel appearing for the Applicants that the Board of Directors of the Applicant Companies at their respective meeting held onNovember 23, 2022, have passed resolution adopting the proposed Scheme of Amalgamation. A copy of the Board Resolution is annexed to the Company Application marked –ANNEXURE – A- 5 at Page No. 89 to 91 and A-13 at Page No. 169 to 171.

It is submitted by Ld. Counsel appearing for the Applicants that the Valuation Report dated 10th November, 2022 recommending the Swap Ratio has been prepared byPranab Kumar Chakrabarty, IBBI Registered Valuer. A copy of the said Report isannexed to the Company Application marked – ANNEXURE – A- 20 at Page No. 211 to 222.

It is submitted by Ld. counsel appearing for the Applicants that, the Applicants have the following classes of shareholders and creditors: -

AS ON 31ST OCTOBER, 2022

PARTICULARS

EQUITY

PREFERENCE

SECURED

UNSECURED

SHARE

SHARE

CREDITORS

CREDITORS

HOLDERS

HOLDERS

TRANSFEROR

COMPANY /

8 (EIGHT)

NIL

NIL

NIL

APPLICANT NO.

1

TRANSFEREE

COMPANY /

11

NIL

1 (ONE)

5 (FIVE)

APPLICANT NO.

(ELEVEN)

2

It is submitted by Ld. Counsel appearing for the Applicants that there is no requirement of meeting of the Creditors of Transferor Company and Equity Shareholders, as there is no Secured creditors and unsecured creditors and All the Equity Shareholders of Applicant No.1 have already given their consent to the Schemeby way of affidavits all of which are annexed to the Company Application. The list of equity shareholders as on 31-10-2022 duly certified by the statutory auditor together affidavit of consent is all collectively annexed to the Company Application marked – ANNEXURE – A-6 at Page No. 92 and A-7 at Page No. 93 to 108.

It is submitted by Ld. Counsel appearing for the Applicants that out of 11 Equity Share Holders 10 Equity Shareholders of Applicant No. 2 have already given their consent to the Scheme by way of affidavits all of which are annexed to the Company Application. The list of equity shareholders as on 31-10-2022 duly certified by the statutory auditor together affidavit of consent is all collectively annexed to the Company Application marked – ANNEXURE – A-14 at Page No. 172 and A-15 at Page No 173-192.

It is submitted by Ld. counsel appearing for the Applicants that there is no requirement of meeting of Secured Creditors of Transferor Company in viewof NIL Secured Creditors as on 31-10-2022 as evidenced by the statutory auditor’s certificate of the Company, annexed to the Company Application marked – ANNEXURE – A-8 at Page No. 109 and the Applicant Company No. 2 has 1(One) secured creditor, who have given their consent to the scheme, which is annexed to the Company Application marked – ANNEXURE - A-17 at Page No. 194 to 197.

It is submitted by Ld. Counsel appearing for the Applicants that there are no Unsecured Creditors of the Applicant No.1 and the NIL list as on 31-10-2022 duly certified by the statutory auditor is annexed to the Company Application marked –ANNEXURE – A-8 at Page No. 109.

It is submitted by Ld. Counsel appearing for the Applicants that out of 5 Unsecured Creditors 4 has given their Consent which comprises 94.24% in value of Unsecured Creditors of the Applicant No.2 have already given their consent to the Scheme by way of affidavits. The list of Unsecured Creditors as on 31-10-2022 duly certified by the statutory auditor is annexed to the Company Application marked– ANNEXURE -A-16 at Page No. 193 together with the affidavits of consent is annexed to the Company Application marked- ANNEXURE – A-18 at Page No. 198 to 205.

It is submitted by Ld. counsel appearing for the Applicants that the statutory auditor of the Applicant Companies has all by their certificate all dated 15th November, 2022 confirmed that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 and Rules made there under. Copy of the said certificate is annexed to the Company Application marked – ANNEXURE –A-22 Page No. 236-237.

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:

EQUITY SHAREHOLDERS

Meeting of Equity Shareholders of the Applicant Companies for considering the Scheme are dispensed with in view of shareholder representing 100% in value of shares of Transferor Company and 99.70% shareholder representing in value of shares of Transferee Company, having respectively given their consent to the Scheme by way of affidavits.

UNSECURED CREDITORS

Meeting of Unsecured Creditors of Applicant No. 1 for considering the Scheme are dispensed with in view of there being no Unsecured creditor duly certified by the Statutory Auditors.

Meeting of Unsecured Creditors of Applicant No. 2 for considering the Scheme are dispensed with in view of consent by 94.24 % in value of Unsecured creditors of Applicant No. 2 having respectively given their consent to the Scheme by way of affidavits.

b. No requirement of Meetings

SECURED CREDITORS

Secured Creditors of Applicant Company No. 1 is NIL duly verified by auditor’s certificate and the Secured Creditors of Applicant Company No. 2 have given their consent to the scheme through affidavit.

c. Meetings to be held

No meetings are required to be held

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:

a. Regional Director, Eastern Region, MCA, Kolkata;

b. Registrar of Companies, West Bengal, Kolkata

c. Official Liquidator; High Court at Calcutta

d. Income Tax Department having jurisdiction over the Applicants

e. Reserve Bank of India, Kolkata.

These notices shall be sent by hand delivery through special messenger, by 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 Authorized 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 notice to statutory authorities and compliance of all directions contained herein within a period of two weeks from the date of dispatch thereof.

The application being Company Application (CAA) No. 178/ KB / 2022 is disposed of accordingly.

Urgent Certified copy of this order, if applied or be supplied to theparties, subject to compliance with all requisite formalities.