w w w . L a w y e r S e r v i c e s . i n



In the Matter of: Hindusthan Consultancy & Services Limited & Others


Company & Directors' Information:- J K CONSULTANCY AND SERVICES PRIVATE LIMITED [Active] CIN = U74899DL1995PTC066762

Company & Directors' Information:- H S CONSULTANCY PVT LTD [Active] CIN = U74140WB1988PTC044368

Company & Directors' Information:- S M CONSULTANCY PVT LTD [Active] CIN = U74140WB1992PTC057293

Company & Directors' Information:- K S CONSULTANCY SERVICES PVT LTD [Active] CIN = U74140WB1988PTC045137

Company & Directors' Information:- HINDUSTHAN CONSULTANCY AND SERVICES LIMITED [Active] CIN = U74140WB1980PLC221662

Company & Directors' Information:- HINDUSTHAN CONSULTANCY AND SERVICES LIMITED [Active] CIN = U74140DL1980PLC010952

Company & Directors' Information:- E TO E CONSULTANCY PRIVATE LIMITED [Active] CIN = U63030KA2008PTC048557

Company & Directors' Information:- Y A CONSULTANCY SERVICES PVT LTD [Active] CIN = U74140WB1987PTC043225

Company & Directors' Information:- R. A. CONSULTANCY PVT. LTD. [Under Process of Striking Off] CIN = U67120WB1994PTC066521

Company & Directors' Information:- V G CONSULTANCY PRIVATE LIMITED [Active] CIN = U74899DL1993PTC054746

Company & Directors' Information:- L S D CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74999MH2015PTC262781

Company & Directors' Information:- K .P. A. CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140WB2010PTC142889

Company & Directors' Information:- P O CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U93000WB2009PTC134219

Company & Directors' Information:- T K M CONSULTANCY INDIA PRIVATE LIMITED [Strike Off] CIN = U74140KL1998PTC012694

Company & Directors' Information:- A & A CONSULTANCY PVT. LTD. [Active] CIN = U74140WB1986PTC040777

Company & Directors' Information:- Y K CONSULTANCY (INDIA) PRIVATE LIMITED [Active] CIN = U74140DL2003PTC121113

Company & Directors' Information:- L M J CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140DL2010PTC208950

Company & Directors' Information:- R. K . CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74140AS2006PTC008131

Company & Directors' Information:- M U S INDIA CONSULTANCY LIMITED [Strike Off] CIN = U74900WB2013PLC191253

Company & Directors' Information:- A & A SERVICES AND CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74140OR2012PTC015010

Company & Directors' Information:- J R CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74900TN2015PTC102294

Company & Directors' Information:- R A D CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140DL2011PTC224038

Company & Directors' Information:- S I M CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74999DL2007PTC162468

Company & Directors' Information:- Y. K. M. CONSULTANCY PRIVATE LIMITED [Active] CIN = U74900DL2013PTC254940

Company & Directors' Information:- J. P. CONSULTANCY PRIVATE LIMITED [Active] CIN = U51909GJ2002PTC040433

Company & Directors' Information:- V & T CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74999CH2005PTC027862

Company & Directors' Information:- P C CONSULTANCY PVT LTD [Active] CIN = U74210WB1991PTC053835

Company & Directors' Information:- J A CONSULTANCY PRIVATE LIMITED [Under Process of Striking Off] CIN = U93090MH2008PTC188284

Company & Directors' Information:- L M B CONSULTANCY SERVICES INDIA PRIVATE LIMITED [Active] CIN = U74999KL2002PTC015318

Company & Directors' Information:- M Y M CONSULTANCY SERVICES INDIA PRIVATE LIMITED [Strike Off] CIN = U74900KA2011PTC058364

Company & Directors' Information:- S K A CONSULTANCY PRIVATE LIMITED [Active] CIN = U74999UP2020PTC136502

Company & Directors' Information:- T C S CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74140RJ1995PTC011052

Company & Directors' Information:- K B M CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U72900TG2002PTC038403

Company & Directors' Information:- D M M CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140WB2010PTC151887

Company & Directors' Information:- C I S (INDIA) CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74120BR2013PTC021019

Company & Directors' Information:- R I W CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U72200KL2013PTC034174

Company & Directors' Information:- P S P CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74900DL2011PTC222022

Company & Directors' Information:- N. K. CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140HR2006PTC036471

Company & Directors' Information:- M E CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74140KL2012PTC031172

Company & Directors' Information:- M & M CONSULTANCY SERVICES PVT. LTD. [Strike Off] CIN = U74140WB1992PTC056149

Company & Directors' Information:- V S B D CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74140TN2000PTC045338

Company & Directors' Information:- Z K CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74210DL1993PTC052338

Company & Directors' Information:- B AND D CONSULTANCY SERVICES PVT LTD [Strike Off] CIN = U74210MH1982PTC027430

Company & Directors' Information:- D. G. CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74140WB2008PTC129948

Company & Directors' Information:- V F C CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140RJ2015PTC048025

Company & Directors' Information:- E & C CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74140TN2007PTC062260

Company & Directors' Information:- L & R CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140TN2009PTC072839

Company & Directors' Information:- P P CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74210TN1982PTC009556

Company & Directors' Information:- N R 'S CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74210TN1986PTC013630

Company & Directors' Information:- M F S CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140MH2008PTC177948

Company & Directors' Information:- D P CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74140PN2008PTC132654

Company & Directors' Information:- C AND H CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74100MH2004PTC148618

Company & Directors' Information:- R V K CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74120MH2011PTC221273

Company & Directors' Information:- H A S D CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74120MH2011PTC222997

Company & Directors' Information:- H H S CONSULTANCY PRIVATE LIMITED [Active] CIN = U74120MH2013PTC250345

Company & Directors' Information:- M & W CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74910TN2004PTC053384

Company & Directors' Information:- J K M CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74120UP2010PTC042726

Company & Directors' Information:- Y V R CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74900TG2015PTC098309

Company & Directors' Information:- J L I CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U72300UP2012PTC052649

Company & Directors' Information:- D R M B CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74900WB2014PTC201139

Company & Directors' Information:- M P CONSULTANCY PVT LTD [Strike Off] CIN = U74120WB1996PTC081085

Company & Directors' Information:- J. L. CONSULTANCY PVT LTD [Active] CIN = U74140WB1985PTC039818

Company & Directors' Information:- S E S CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74999WB2011PTC170939

Company & Directors' Information:- G P R CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74140CH2012PTC033622

Company & Directors' Information:- S K CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U93000JH2012PTC000348

Company & Directors' Information:- R & A CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U67100DL2011PTC215340

Company & Directors' Information:- M J M CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74140DL2005PTC133200

Company & Directors' Information:- A C G CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74140DL2005PTC140720

Company & Directors' Information:- H M S CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140DL2010PTC201488

Company & Directors' Information:- D & G CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U65990DL2011PTC214142

Company & Directors' Information:- R H H H CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74900AP2014PTC095348

Company & Directors' Information:- A & C CONSULTANCY PRIVATE LIMITED [Active] CIN = U74140KA2008PTC046754

Company & Directors' Information:- J S M CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U93000HR2011PTC043455

Company & Directors' Information:- A P R CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U93000KA2014PTC073639

Company & Directors' Information:- L AND L CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74140KL1997PTC011084

Company & Directors' Information:- J AND S CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74140KL2005PTC018496

Company & Directors' Information:- P E B CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74140KL2011PTC027680

Company & Directors' Information:- Z & H CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U85190KL2008PTC023534

Company & Directors' Information:- D C D CONSULTANCY PRIVATE LIMITED [Active] CIN = U74999RJ2020PTC071399

Company & Directors' Information:- D AND N CONSULTANCY SERVICES PRIVATE LIMITED [Active] CIN = U74999PN2020PTC195417

Company & Directors' Information:- S S G CONSULTANCY SERVICES PRIVATE LIMITED [Strike Off] CIN = U74140TN1997PTC037763

Company & Directors' Information:- V Z CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74140MH2007PTC170875

Company & Directors' Information:- F T CONSULTANCY PRIVATE LIMITED [Strike Off] CIN = U74900CH2007PTC030854

Company & Directors' Information:- A. A. R. M. CONSULTANCY SERVICES PRIVATE LIMITED [Under Process of Striking Off] CIN = U74140DL2006PTC150076

Company & Directors' Information:- M AND M CONSULTANCY PVT LTD [Strike Off] CIN = U74140PB1985PTC006557

Company & Directors' Information:- SERVICES AND CONSULTANCY P. LTD. [Strike Off] CIN = U99999DL2000PTC902217

    Company Application CA (CA) No. 364/KB of 2019

    Decided On, 04 April 2019

    At, National Company Law Tribunal Kolkata

    By, THE HONOURABLE MR. MADAN B. GOSAVI
    By, JUDICIAL MEMBER

    For the Appearing Parties: Manju Bhuteria, Advocate, N. Gurumurthy, FCA.



Judgment Text

1. The object of this application is to ultimately obtain sanction of this Tribunal to the Scheme of Amalgamation whereby the TRANSFEROR COMPANIES will be merged/amalgamated with the TRANSFEREE COMPANY with Transfer Date or Appointed Date being 1st April, 2018.

2. It is stated in the application that the reasons that have necessitated and/or justified the said Scheme of Amalgamation are, inter alia as follows:

a) The TRANSFEREE COMPANY and the TRANSPEROR COMPANY NO.3 are Non Banking Finance Companies duly registered with the Reserve Bank of India and are presently engaged in investing and financing activities. ALL THE TRANSFEROR COMPANIES except THE TRANSFEROR COMPANY NO.3 was Non Banking Finance Company Registered with reserve Bank of India. The Certificate of Registration issued by Reserve Bank of India to these Companies is cancelled as these Companies failed to achieve the Minimum Net Owned Fund requirement. The business of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY can be combined/adjusted and carried forward conveniently with combined strength;

b) The amalgamation will enable the TRANSFEREE COMPANY to consolidate its line of business by restructuring and re-organizing its business activities and Capital Structure;

c) The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the TRANSFEREE COMPANY;

d) The amalgamation will result in economy of scale including reduction in overhead expenses relating to management and administration in better and more productive utilization of various resources;

e) The business of the Company can be conveniently and advantageously combined together and in general business of the Company concerned and will be carried on more economically and profitably under the said Scheme;

f) The said Scheme of Amalgamation will enable the establishment of a larger company with larger resources and a larger capital base enabling further development of the business of the company concerned. The said scheme will also enable the undertakings and business of the said applicant company to obtain greater facilities possessed and enjoyed by one large company compared with a number of small Company for raising capital, securing and conducting trade on favourable terms and other benefits;

g) The said scheme will contribute in furthering and fulfilling the objects of the Company concerned and in the growth and development of these businesses;

h) The said scheme will strengthen and consolidate the position of the amalgamated company and will enable the amalgamated company to increase its profitability;

i) The said scheme will enable the undertakings concerned to pool their sources and to expand their activities;

j) The said scheme will enable the Companies concerned to rationalize and streamline their management, business and finances and to eliminate duplication of work to their common advantages;

k) The said scheme will have beneficial results for the Companies concerned, their shareholders, employees and all concerned.

3. It is stated in the application that the Terms and conditions of Amalgamation are set out in the Scheme of Amalgamation a copy of which is annexed to this application and marked Letter-“S” at page No 740 to 783 of the Application.

4. It is stated in the application that the Board of Directors of each company are of the opinion that the proposed Scheme would benefit their shareholders, creditors, employees and the general public.

5. It is stated in the application that the Board of Directors of the Applicant Companies have passed resolution on 10th January, 2019 approving the Scheme of Amalgamation whereby the “TRANSFEROR COMPANY’ will amalgamate with the TRANSFEREE COMPANY.

A copy of the resolution passed by the Board of Directors of TANSFEREE COMPANY and TRANSFEROR COMPANIES approving the Scheme of Amalgamation is annexed herein and marked as Letter – “T” at page No 784 to 792 of the Application.6. It is stated in the application that the assets of the applicant companies are sufficient to meet all their liabilities and the said scheme will not adversely affect the rights of any of the creditors of any of the applicant companies in any manner whatsoever.

7. It is stated in the application that there will not be any reduction of capital of the Applicant Companies upon coming into effect of the Scheme, except cancellation of shares due to inter/cross holding of shares resulting from the Scheme of Amalgamation.

8. It is stated in the application that the Scheme of Amalgamation does not contain or provide for Corporate Debt Restructuring of the Applicant Companies.

9. It is stated in the application that the Scheme of Amalgamation does not contain or provide for any compromise with the Creditors of the Applicant Companies.

10. The TRANSFEREE COMPANY and TRANSFEROR COMPANY have never issued nor agreed to issue any debenture.

11. It is stated in the application that the TRANSFEREE COMPANY and TRANSFEROR COMPANY have made due provisions for payment of all liabilities as and when the same fell due.

12. It is stated in the application that the there are no proceedings pending under Section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221, 224 and 225 of the Companies Act, 2013 against any of the Applicant Companies. 13. It is stated in the application that the Report determining the number of and exchange ratio of shares which, shall be issued and allotted to the equity shareholders of TRANSFEROR COMPANY by the TRANSFEREE COMPANY for implementation of the terms of the scheme has been prepared by an independent firm of Chartered Accountants and such recommendations has been accepted by the Board of Directors of the respective Companies. Copy of such report is annexed hereto and marked with the Letter – “U” at page No 793 to 804.

14. It is stated in the application that the total number of Equity Shareholders in the TRANSFEREE COMPANY are 55 as on 31st December, 2018. A copy of the list of Shareholders of the Transferee Company duly certified by the Statutory auditors of the TRANSFEREE COMPANY is annexed with the Application and marked with the Letter – “V” at page No 805 to 808.

15. It is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY NO 1 are 30 as on 31st December, 2018. A copy of the list of shareholders of the Transferor Company No.1 duly certified by the Statutory auditors of the TRANSFEROR COMPANY No.1 is annexed with the Application and marked with the Letter – “V 1” at page No 809 to 810.

16. It is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY NO 2 are 25 as on 31st December, 2018. A copy of the list of shareholders of the Transferor Company No.2 duly certified by the Statutory auditors of the TRANSFEROR COMPANY N o.2 is annexed with the Application and marked with the Letter – “V 2” at page No 811 to 812.

17. it is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY No.3 are 35 as on 31st December, 2018. A copy of the list of shareholders of the Transferor Company No.3 duly certified by the Statutory auditors of the TRANSFEROR COMPANY No.3 is annexed with the Application and marked with the Letter –“V3” at page No.813 to 815.

18. It is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY No.4 are 17 as on 31st December, 2018. A copy of the list of shareholders of the Transferor Company No.4 duly certified by the Statutory auditors of the TRANSFEROR COMPANY No.4 is annexed with the Application and marked with the Letter – “V 4” at page No 816.

19. It is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY No.5 are 19 as on 31st December, 2018. A copy of the list of shareholders of the Transferor Company No.5 duly certified by the Statutory auditors of the TRANSFEROR COMPANY No.5 is annexed with the Application and marked with the Letter –“V5” at page No 817 to 818.

20. It is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY No.6 are 17 as on 31st December, 2018. A copy of the list of shareholders of the Transferor Company No.6 duly certified by the Statutory auditors of the TRANSFEROR COMPANY No.6 is annexed with the Application and marked with the Letter –“V 6” at page No 819 to 820.

21. It is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY NO 7 ARE 28 AS ON 31ST December, 2018. A copy of the list of shareholders of the Transferor Company NO.7 duly certified by the Statutory auditors of the TRANSFEROR COMPANY No.7 is annexed with the Application and marked with the Letter –“V 7” at page No 821 to 822.

22. it is stated in the application that the total numbers of Equity Shareholders in the TRANSFEROR COMPANY No.8 are 14 as on 31st December, 2018. A copy of the list of shareholders of the Transferor Company No.8 duly certified by the Statutory auditors of the TRANSFEROR COMPANY No.8 is annexed with the Application and marked with the Letter –“V 8” at page No 823.

23. it is further stated in the application that TRANSFEREE COMPANY have NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEREE COMPANY and the copy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter – “W’ at page No 824.

24. It is further stated in the application that TRANSFEREE COMPANY have 2 Unsecured Creditors as on 31st December, 2018. All the Unsecured Creditors have given their written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter –“W” at page No 824 to 832.

25. It is further stated in the application that TRANSFEROR COMPANY No.1 has NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEOR COMPANY No.1 and the copy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter – “W1” at page No.833.

26. It is further stated in the application that TRANSFEROR COMPANY No.1 have 1 Unsecured Creditor as on 31st December, 2018. The only Unsecured Creditor has given his written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter – “W1” at page no 833 to 836.

27. It is further stated in the application that TRANSFEROR COMPANY No.2 has NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEROR COMPANY No.2 and the copy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter – “W2” at page no 837.

28. It is further stated in the application that TRANSFEROR COMPANY No.2 has 1 Unsecured Creditor as on 31st December, 2018. The only Unsecured Creditor has given his written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter – “W2” at page no 837 to 840.

29. It is further stated in the Application that TRANSFEROR COMPANY No. 3 have NI9L Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEROR COMPANY NO.3 and the coy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter – “W3” at page no 841.

30. It is further stated in the application that TRANSFEROR COMPANY No.3 have 4 Nos. Unsecured Creditor as on 31st December, 2018. All the Unsecured Creditor have given their written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and makred with the Letter – “W3” at page no 841 to 851.

31. It is further stated in the application that TRANSFEOR COMPANY No.4 have NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEROR COMPANY NO 4 and the copy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter – “W4” at page no 852.

32. It is further stated in the application that TRANSFEROR COMPANY No.4 have 2 Unsecured Creditor as on 31st December, 2018. One Unsecured Creditor has given his written consent by way of affidavit representing more than 90% of the total Unsecured Creditors to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter – “W4” at page no 852 to 855.

33. It is further stated in the application that TRANSFEROR COMPANY No.5 have NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEROR COMPANY No.5 and the copy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter – “W5” at page no 856.

34. It is further stated in the application that TRANSFEROR COMPANY No.5 have 1 Unsecured Creditor as on 31st December, 2018. The only Unsecured Creditor has given his written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter – “W5” at page no 856 to 859.

35. It is further stated in the application that TRANSFEROR COMPANY No.6 have NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEROR COMPANY No.6 and the copy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter – “W6” at page no 860.

36. It is further stated in the application that TRANSFEROR COMPANY No.6 have 1 Unsecured Creditor as on 31st December, 2018. The only Unsecured Creditor has given his written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter – “W6” at page no 860 to 863.

37. It is further stated in the application that TRANSFEROR COMPANY No.7 have NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEROR COMPANY No.7 and the copy of the certificate of the Statutory Auditor is annexed with the Application and marked with the Letter ‘W7” at page no 864.

38. It is further stated in the application that TRANSFEROR COMPANY No.7 have 1 Unsecured Creditor as on 31st December, 2018. The only Unsecured Creditor has given their written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter – “W7” at page no 864 to 867.

39. It is further stated in the application that TRANSFEROR COMPANY No.8 has NIL Secured Creditor as on 31st December, 2018 duly certified by the statutory auditor of the TRANSFEROR COMPANY No.8 and the copy of the certificate of the Statutory Auditor annexed with the Application and marked with the Letter – “W8’ at page no 868.

40. It is further state din the application that TRANSFEROR COMPANY No.8 has 1 Unsecured Creditor as on 31st December, 2018. The only Unsecured Creditor has given his written consent by way of affidavit to the Scheme of Amalgamation. A certificate from the statutory auditor of the Company certifying the same together with the affidavit of consent is annexed with the Application and marked with the Letter –“W8” at page no 868 to 871.

41. It is stated in the application that the statutory Auditors of the TRANSFEREE COMPANY and TRANSFEROR COMPANIES have certified that the Accounting treatment proposed in terms of PART V of the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act 20133. The copy of the statutory Auditor’s certificate is enclosed marked Letter –“X-X8” at Page No 872 to 889.

42. Heard the Ld. Counsel for the Applicants, perused the records, documents annexed to the Application and affidavits filed in the instant proceedings and after hearing the submissions made on behalf of the Applicants, the following orders are passed:

a) That a separate meeting of the Equity shareholders of the TRANSFEREE COMPANY be convened and held at 27, R.N. Mukherjee Road, Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 2.00 P.M. for considering approving the Scheme of Amalgamation.

b) That a separate meeting of the Equity Shareholders of the TRANSFEROR COMPANY No.1 be convened and held at 27, R.N.Mukherjee Road, Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 2.30 P.M for considering approving the Scheme of Amalgamation.

c) That a separate meeting of the Equity shareholders of the TRANSFEROR COMPANY No.2 be convened and held at 27, R.N.Mukherjee Road, Kolkata -700001 in the State of West Bengal on Friday 07th June, 2018 at 3.00 P.M for considering approving the Scheme of Amalgamation.

d) That a separate meeting of the Equity shareholders of the TRANSFEROR COMPANY No.3 be convened and held at 27, R.N. Mukherjee Road Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 3.00 P.M for considering approving the Scheme of Amalgamation.

e) That a separate meeting of the Equity shareholders of the TRANSFEROR COMPANY No.4 be convened and held at 27, R.N.Mukherjee Road, Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 3.30 P.M for considering approving the Scheme of Amalgamation.

f) That a separate meeting of the Equity shareholders of the TRANSFEROR COMPANY No.5 be convened and held t 27, R.N. Mukherjee Road, Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 4.00 P.M for considering approving the Scheme of Amalgamation.

g) That a separate meeting of the Equity shareholders of the TRANSFEROR COMPANY No.6 be convened and held at 27, R.N.Mukherjee Road, Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 4.30 P.M for considering approving the Scheme of Amalgamation.h) That a separate meeting of the Equity shareholders of the TRANSFEROR COMPANY No.7 be convened and held at 27, R.N.Mukherjee Road, Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 5.00 P.M for considering approving the Scheme of Amalgamation.

i) That a separate meeting of the Equity shareholders of the TRANSFEROR COMKPANY No.8 be convened and held at 27, R.N. Mukherjee Road, Kolkata-700001 in the State of West Bengal on Friday 07th June, 2018 at 5.30 P.M for considering approving the Scheme of Amalgamation.

j) In view of the fact that the APPLICANT COMPANIES have NIL Secured Creditors verified by Auditors Certificate, the requirement of holding separate meeting of Secured Creditors of the APPLICANT COMPANIES the requirement of convening and holding of separate meetings of the Unsecured Creditors of the APPLICANT COMPANIES is dispensed with.

i) Shri Pallab Kumar Mitra (Mobile No.9433471946) is hereby appointed by this Tribunal as the Chairperson for the meeting of Equity Shareholders of the TRANSFEREE COMPANY and TRANSFEROR COMPANIES and the remuneration of the said Chairperson for the aforesaid meeting shall be Rs.50,000/- (Rupees Fifty thousand only).

m) The Chairperson appointed by this Tribunal shall submit his report to this Tribunal within four weeks from the conclusion of the meeting.

n) That the quorum for the meeting of the Equity shareholders shall be as mentioned in Sec 103 of the Companies Act, 2013 and Rules made there under.

o) That at least 40(Forty) clear days before the date of the said meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and prescribed from of Proxy can be obtained free of charge at the Registered Office of the Applicant Companies to be published once in English newspaper. “The Business Standard” and once in Bengali newspaper “Aajkal” in Kolkata as per the requirements of Section 230 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016.

p) That in addition, at least 30(Thirty) clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the Place and time as aforesaid together with a copy of the said Scheme, the statement disclosing necessary details required to be sent under the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and the prescribed form of proxy be sent by Registered Post or speed post or by email or by hand through special messenger or by courier addressed to each of the Secured Creditors

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and Unsecured Creditors of the TRANSFEREE COMPANY at their respective last known addresses.q) The TRANSFEREE COMPANY to serve the notice upon central government, through Regional Director, Eastern Region, Ministry Of Corporate Affairs, Registrar of Companies, West Bengal, the concerned Income Tax Officer under whose jurisdiction the assessments of the Applicant Companies are made along with the Chief Commissioner of Income Tax with PAN of the Applicant Companies, the Official Liquidator High Court Calcutta pursuant to Section 23095) of the Companies Act, 2013 read with Rule 8 of the Companies (Co9mpromises, Arrangements and Amalgamations) Rules, 2016 with suitable changes in the notice relating to Waiver of meetings. r) If no response is received by the tribunal from the above authorities within 30 days of date of receipt of the notice it will be presumed that such authorities have no objection to the pro0posed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. s) That the TRANSFEREE COMPANY and TRANSFEROR COMPANY 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. t) That an affidavit of Compliance of all the conditions laid down herein along with original proof of service to all authorities to be filed jointly by TRANSFEREE COMPANY and TRANSFEROR COMPANY. u) Liberty is given to file joint application by TRANSFEREE COMPANY and TRANSFEROR COMPANY in accordance with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 15 days after the filing of report by the Chairperson Appointed by the Tribunal for the meetings. v) If consent affidavits of the unsecured creditors and equity shareholders annexed with the application are found to be false /dubious at any stage then necessary action for committing fraud under Section 447 and 448 of the Companies Act, 2013 shall be initiated against the TRANSFEREE COMPANY and TRANSEROR COMPANY and all its directors for punishment under Section 449 of the Companies Act, 2013. 43. The Company Application bearing No.CA(CAA) No.364/KB/2019 is, accordingly, disposed of. 44. Certified copy of this Order may be issued, if applied for, upon compliance of all requisite formalities.
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