Manorama Kumari, Member - (1.) The instant joint application has been filed by the Applicant Companies, namely, Mazbat Properties Private Limited, Varunendra trading and agents private limited and Mazbat Investments Private Limited (herein after referred as "Transferor Companies) and East India Investment Company Private Limited (herein after referred as "Transferee Company") for obtaining sanction regarding Scheme of Amalgamation of the above mentioned companies. The instant application has been filed under section 230 read with section 232 of the Companies Act, 2013 with a prayer for directions to call separate meetings of Equity shareholders of the Applicants to consider and to approve the proposed scheme of amalgamation, and to dispense with the calling of meeting of unsecured creditor of the transferee company in terms of Section 230(9) of the Companies Act, 2013. (i) The joint application has been moved in accordance with Rule 3(2) of the Companies (Compromise, Arrangement and Amalgamations) Rules, 2006. (ii) The principal objects of the Transferor Company and Transferee Company have been submitted at page-36 to page 97 respectively of the application.
(2.) The learned Practicing Company Secretary submitted; That the Applicant company no. 1 was incorporated on May 11, 1951 under the companies' Act 1956 in the name and style of EAST INDIA INVESTMENT COMPANY PRIVATE LIMITED. The registered office is in the state of West Bengal under the jurisdiction of this bench. The authorized share capital of the company is Rs. 1,00,00,000/-divided into 10,00,000 equity shares of Rs. 10/- each. Clause 3(e) of memorandum of association of applicant No. 1 provides them to amalgamate with company(s) or to enter into merger/arrangements with any other company(s). That the Applicant No. 2 company was incorporated on September 22, 1995 under the Companies Act 1956 in the name and style of MAZBAT PROPERTIES PRIVATE LIMITED. The registered office of the company is situated in the state of west Bengal under the jurisdiction of this Bench. The authorized share capital of the company is Rs. 25,00,000/- divided into 50,000 equity shares of Rs. 10/- each. Clause 38 of memorandum of association of applicant No. 2 provides them to amalgamate with company(s) or to enter into merger/arrangements with any other company(s). That the Applicant No. 3 was incorporated on September 21, 1995 under the Companies Act 1956 in the name and style of MAZBAT INVESTMENTS PRIVATE LIMITED. The registered office is situated in the state of West Bengal under the jurisdiction of this Bench. The authorized share capital of the company is Rs. 25,00,000/- divided into 50,000 equity shares of Rs. 10/- each. Clause 38 of memorandum of association of applicant No. 3 provides them to amalgamate with company(s) or to enter into merger/arrangements with any other company(s). That the Applicant No. 4 was incorporated on May 15, 1989 under the companies' Act 1956 in the name and style of VARUNENDRA TRADING & AGENTS PRIVATE LIMITED. The registered office of the company is situated in the state of west Bengal under the jurisdiction of this bench. The authorized share capital of the company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. Clause 39 of memorandum of association of applicant No. 4 provides them to amalgamate with company(s) or to enter into merger/arrangements with any other company(s). On perusal of the record following documents are annexed with the petition: (i) Necessary Board Resolution dated 30 March 2017 of transferor and transferee companies have been annexed at pages 22-27of the application. (ii) The benefit of the scheme mentioned at pages 388-362 of the application. The salient feature of the scheme of amalgamation is elaborated in the scheme marked as Annexure 'I' (iii) The valuation report submitted by the chartered accountant is mentioned at pages 363-381 of the application and marked as annexure 'J'. (iv) An Affidavit in prescribed form of joint application is sworn by shri Krishna Damani in respect of applicant companies 1 and 4 and an affidavit in prescribed form is sworn by shri Sushil Kumar Daga for Applicant Company No. 2 and 3. at Page No. 30-35 (v) List of shareholders of transferor and transferee companies is annexed and marked as Annexure 'M' and consent of the shareholders of transferor and transferee company is annexed and marked as Page No. 386-387. (vi) List of creditors mentioned at pages 382-385 of the application of MAZBAT PROPERTIES PRIVATE LIMITED, MAZBAT INVESTMENTS PRIVATE UMITED. VARUNENDRA TRADING & AGENTS PRIVATE LIMITED alongwith their respective affidavits is marked and annexed as Annexure 'K'. (vii) There is no secured creditor as on 31.3.2017 in respect of Applicant companies but one unsecured creditor in the Transferee Company as per certificate from Auditors to that effect is provided of the respective company, which is marked as Annexure 'K'
(3.) Heard the learned PCS of the applicants/petitioner, perused the records and documents annexed therein. During the course of argument the learned PCS submitted the venue of the meeting may be read as 10 Loudon street, Kolkata-700017 instead of 9/1, R.N. Mukherjee Road, Kolkata-700001.ln that event the petitioner is asked to stick one notice upon the front wall of the registered office on/or before 30 days of the meeting with regard to the venue of the meeting and also sent notice to the all shareholders by way of speed post. So far dispensation of convening the meetings of the unsecured creditor is concerned, I have already dealt with in details in my order passed recently in T.A. No. 11 of 2017 (Jupiter Alloys And steel (India) Ltd, And Jupiter wagons Ltd.) holding that the convening the meetings of the members and creditors of all the amalgamating and amalgamated companies be dispensed with subject to strict compliance of the conditions enumerated therein. In view of the aforesaid facts and circumstances, it hereby directed that:- (i) Meeting of the unsecured creditors of Transferee Company are dispensed with subject to strict compliance of the conditions laid down herein. (ii) Transferee Company shall file their respective list of creditors as on the date of passing of this Order, with the Registry within a fortnight from the date of Order. All the creditors must file their consents by way of affidavit as per provision laid down U/S. 230(9) of the Companies Act, 2013. (iii) That a meeting of the Equity Shareholders of East India Investment Company Private Limited, being the applicant no. 1 herein shall be convened and held at 10, Loudon street. Kolkata 700017, on October 08, 2017 at 10:00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of Amalgamation between East India Investment Company Private Limited, Mazbat Properties Private Limited, Mazbat Investments Private Limited and Varunendra Trading and Agents Private Limited and their shareholders. (iv) That a meeting of the equity shareholders of Mazbat Properties Private Limited herein shall be convened and held at 10, Loudon Street, Kolkata-700017, West Bengal on 8th October, 2017 at 11:00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of Amalgamation between East India Investment Company Private Limited, Mazbat Properties Private Limited, Mazbat Investments Private Limited and Varunendra Trading and Agents Private Limited and their shareholders. (v) That a meeting of the equity shareholders of Mazbat Investments Private Limited herein shall be convened and held at 10, Loudon Street. Kolkata-700017, West Bengal on 08th October, 2017 at 12:00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of Amalgamation between East India Investment Company Private Limited, Mazbat Properties Private Limited, Mazbat Investments Private Limited and Varunendra Trading and Agents Private Limited and their shareholders. (vi) That a meeting of the equity shareholders of Varunendra Trading and Agents Private Limited herein shall be convened and held at 10, Loudon Street, Kolkata-700017, West Bengal on 08th October 2017 at 1:00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of Amalgamation between East India Investment Company Private Limited, Mazbat Properties Private Limited, Mazbat Investments Private Limited and Varunendra Trading and Agents Private Limited and their shareholders. (vii) Both the Applicant Companies to serve the notice upon the Regional Director - Eastern Region (Ministry of Corporate Affairs), Registrar of Companies -West Bengal, Income tax Authority within whose jurisdiction the assessments of the Applicant Companies are made and the Official Liquidator, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with suitable changes in the notice relating to and creditors is concerned. (viii) The notices to be served under Section 230(5) of the Companies Act, 2013 as aforesaid shall contain all disclosures as mentioned in Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. (ix) Joint Advertisement of dispatch of notices to the creditors as above shall be published in accordance with Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with suitable changes as may be practicable. (x) Both the Applicant Companies shall furnish copy of the Scheme free of charge within 1 day of any requisition for the same made by every creditor as mentioned above or member of the concerned Applicant Company. (xi) Both the Applicant Companies to file an affidavit in compliance of all the conditions laid down herein along with original proof of service to all the authorities and creditors. (xii) Liberty is given to file a joint application by both the applicant companies in accordance with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 15 days after the expiry of the period of 30 days as mentioned in Section 230(5) of the Companies Act, 2013 and mention the matter for further directions. (xiii) Accordingly, Mr. Rajaram Banerjee, Advocate, Enrollment No. F-138/05(Mobile No. 9830189403) shall be the Chairperson for the said meetings of the Equity Shareholders of the Applicants to be held as aforesaid at a consolidated remuneration of Rs. 25,000/- (Twenty five thousand only). (xiv) That Chairperson so appointed for the said meetings or any person authorized by him/her do issue and send out the notice of the said meetings referred to above. (xv) The quorum for meeting of the Equity Shareholders of the applicant companies be fixed in accordance with Section 103 of the Companies Act, 2013 present either in person or by proxy. (xvi) That voting by proxy be permitted, provided that a proxy in the prescribed from duly signed by the person(s) entitled to attend and vote at the meeting, is filed with the concerned Applicant Companies at their Registered Office not later than forty eight hours before the meetings. The Chairperson shall have the power to adjourn the meeting, if necessary, and to conduct the procedure for the adjourned meeting as deemed necessary under the Act. (xvii) That the value of each member/creditor shall be in accordance with the respective books of the concerned Applicant Companies and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting. (xviii) That the Chairperson do report to this Court the result of the said meetings within four weeks from the date of the conclusion of the respective meetings and his report shall be verified by way of affidavit. (xix) Parties and the Chairpersons to act accordingly. (xx) Both the companies shall affirm by way of affidavit that no investigation or proceedings under the Companies Act, 1956 or Companies Act, 2013 have been instituted or are pending in relation to the amalgamating and amalgamated companies. The petition/application stands allowed.;