The National Company Law Tribunal sanctioned the amalgamation of unlisted companies under the Companies Act after confirming statutory compliance and absence of objections, promoting operational and capital efficiencies.

ORDER

Per: Bidisha Banerjee, Member (Judicial)

1. This company petition has been filed as a petition by the Petitoners/Applicants namely AD COM PROPERTIES PRIVATE LIMITED and AD COM DEVELOPERS PRIVATE LIMITED with INTERCHEM PVT LTD, the Transferee Company under section 230 -232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for sanctioning the Scheme of Amalgamation proposed between the Transferor Company and the Transferee Company. A copy of the Scheme has been annexed as “Annexure-G” in the petition.

2. The object of this petition is to obtain the approval of the Hon’ble Tribunal for sanctioning the Scheme of Amalgamation of the Petitioners/Applicants companies namely - AD COM PROPERTIES PRIVATE LIMITED and AD COM DEVELOPERS PRIVATE LIMITED with INTERCHEM PVT LTD, the Transferee Company, wherein all the assets, properties, rights and claims whatsoever of the Transferor and their entire undertaking together with all their rights and obligations relating thereto as a going concern are proposed to be transferred to and vested in the Transferee Company and on the terms and conditions fully stated in the Scheme of Amalgamation, which has been annexed with the petition.

3. From the records it is seen that the First Motion application seeking directions for dispensing of the meeting of the equity shareholders and creditors were filed before the Tribunal in CA ( A)202/KB/2021. Based on such application moved under the provisions under sections 230-232 of the Companies Act, 2013 , directions were issued by the Tribunal on 23^rd March, 2022 wherein the meetings of the Equity Shareholders and Creditors of the applicants companies were dispensed in view of the receipt of the consent letters along with the affidavits for the approval of the scheme of amalgamation

4. In compliance with the order dated 23^rd March, 2022 passed by the Hon’ble Tribunal in CA ( A) No. 202/KB/2021, the petitioners served notices to the Central Government through Regional Director- Eastern Region, Registrar of Companies, West Bengal and other sectoral Regulatory Authorities via speed post and hand delivery. In compliance of the aforesaid order an affidavit of services was filed on behalf of the Companies to the necessary statutory authorities was submitted to the Hon’ble Tribunal on 28.08.2022.

5. Further, vide order dated 14^th February, 2023 the Hon’ble Tribunal had directed that – the petitioners have not followed the direction of the Mode of Notice for Service, mentioned in Para 9(d) of the Order dated 23rd March, 2022 in Company Application (CAA) No.202/KB/2021.

3. The petitioners are directed to file service affidavit in regard to the following:- a. Notice by Email: Upon all the Statutory Authorities mentioned in Para 9(d) ofthe Order dated 23rd March, 2022. The affidavit of service shall be as per section 65 of the Indian Evidence Act, for electronic communication.

Upon the above stated order, the applicants company had made a service the notice pursuant to the provisions of Section 230 (5) of the Companies Act, 2013 read with Rule 8 and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to the respective authorities through e-mail and thereafter filed an affidavit of service pursuant to an order dated 14.02.2023 with the Hon’ble Tribunal on dated 27.02.2023.

6. 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 Petitioners companies.

7. The circumstances which justify and necessitate the s