The court has the power to order the convening of meetings of creditors under Sections 230(1) and 232(1) of the Companies Act, 2013 for the purpose of considering and approving a Scheme of Amalgamation.

Headnote:
Companies Act - Scheme of Amalgamation - Sections 230(1), 232(1) - Meetings of Unsecured Creditors to be convened for considering and approving the Scheme of Amalgamation between Sethia Oils Limited (Transferor Company) and Sethia Oil Industries Limited (Transferee Company)
Fact of the Case:

The instant application has been filed in the first stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for orders and directions with regard to creditors in connection with the Scheme of Amalgamation of Sethia Oils Limited (Transferor Company) with Sethia Oil Industries Limited (Transferee Company) from the Appointed Date of 01st April, 2023.
Finding of the Court:

The court allowed the application and made the following orders: (a) Meetings of Equity Shareholders and Secured Creditors of the Applicant Companies are dispensed with as they have given their consent to the Scheme; (b) Meetings of Unsecured Creditors of the Applicant Companies are to be convened and held physically on 26th July, 2024; (c) Directions for issuance of notices, appointment of Chairperson and Scrutinizer, quorum, mode of voting, and reporting of results of the meetings.
Issues: Whether the Scheme of Amalgamation between the Applicant Companies should be approved by the court.
Ratio Decidendi: The court found that the Applicant Companies have complied with the relevant provisions of the Companies Act, 2013 and the Scheme of Amalgamation appears to be fair and reasonable. The court, therefore, allowed the application and directed the convening of meetings of the Unsecured Creditors for considering and approving the Scheme.
Final Decision: The court allowed the application and directed the convening of meetings of the Unsecured Creditors for considering and approving the Scheme of Amalgamation between the Applicant Companies.

Application under section 230 read with section 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other

applicable provisions of law.

In the matter of:

A Scheme of Amalgamation (First Motion):

SETHIA OILS LIMITED, a company incorporated under the provisions of the Companies Act,1956 (CIN: U15316WB1986PLC040396) and having its Registered Office at Diamond Heritage, Room No. 505, 5th Floor, 16, Strand Road, Kolkata– 700001 in the State of West

Bengal.

……Transferor Company / Applicant No 1

-And-

In the matter of

SETHIA OIL INDUSTRIES LIMITED, a company incorporated under the provisions of the Companies Act, 1956 (CIN: U24247WB1992PLC053986) and having its Registered Office at Diamond Heritage, Room No. 505, 5th Floor, 16, Strand Road, Kolkata–700001 in the State of

West Bengal.

…..Transferee Company / Applicant No 2

-And-

In the matter of:

1. SETHIA OILS LIMITED

2. SETHIA OIL INDUSTRIES LIMITED

……. APPLICANTS

Date of pronouncing the order: 20/05/2024

Coram:

Smt. Bidisha Banerjee : Member (Judicial)

Shri Balraj Joshi : Member (Technical)

For the Applicants : 1. Ms. Manju Bhuteria, Advocate

2. Ms. Aisha Amin, Advocate

ORDER

Per: Balraj Joshi, Member (Technical)

1. The instant application has been filed in the first stage of the proceedings under Section

230(1) read with Section 232(1) of the Companies Act, 2013 (“Act”) for orders and directions with regard to creditors in connection with the Scheme of Amalgamation of Sethia Oils Limited Transferor Company No 1 (Applicant No.1) With Sethia Oil Industries Limited-Transferee Company (Applicant No 2,) from the Appointed Date viz. 01st April, 2023 as defined in the Scheme, in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). A copy of the said Scheme is annexed to the Company Application marked – Annexure – E in VOL II at Page No 236 to 260.

2. It is submitted by Ld. counsel appearing for the Applicant(s) that as per the Scheme the Appointed Date 01st April,2023

3. It is submitted by Ld. Counsel appearing for the Applicant(s) that none of the Applicant Companies involved in the Scheme are NBFC Companies.

4. It is submitted by Ld. counsel appearing for the Applicant(s) that the Board of Directors of the Applicant Companies have at their respective meeting held on 23^rd February,2024 have passed resolution adopting the proposed Scheme of Amalgamation. A copy of the Resolution passed by the Board of Directors of the Applicant Companies are all collectively annexed to the Company Application marked – Annexure – F in VOL II at Page No 261 to 262.

5. It is submitted by Ld. counsel appearing for the Applicant(s) that the Valuation Report dated 31^st January, 2024 recommending the Swap Ratio has been prepared by VISHAL GUPTA, IBBI Registered Valuer. A copy of the said Report is annexed to the Company Application marked – Annexure – G VOLII at Page No 263 to 274.

6. It is submitted by Ld. counsel appearing for the Applicant(s) that the statutory auditors of the Applicant No 1 have by their certificate dated 15-03-2024 and the statutory auditors of the Applicant No. 2 have by their certificate dated 14-03-2024 confirmed that the Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 and Rules made there under. A copy of the said Certificate issued by Statutory Auditor of the Applicant Companies are all collectively annexed to the Company Application marked – Annexure – J in VOL III at Page No 509 to 513.

7. It is submitted by Ld. counsel appearing for the Applicant(s) that, the Applicant(s) have the following classes of shareholders and creditors:-

8. It is submitted by Ld. counsel appearing for the Applicant(s) that, the Auditors Certificate , the Affidavit of Consents, the calculation of percentage of consents are as below :

9. Upon perusing the records and documents in the instant proceedings and conside

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