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IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH-I, KOLKATA
CA (CAA) 101/KB/2022
An application under Section 230-232 and other applicable provisions of the Companies
Act, 2013 read with the Companies (Compromise and Arrangement and Amalgamation);
Rules, 2016;
And
In the matter of:
BDJ STAMPINGS INDUTSRIES LTD., having its registered office at 15, Jatin Das Road,
Kolkata-700029 and having Corporate Identification No. U27109WB1982PLC034484;
……Transferor Company 1
And
DOL APARTMENTS PRIVATE LIMITED, having its registered office at 15, Jatin Das
Road, Kolkata-700029 and having Corporate Identification No. U45201WB1998PTC086383;
……Transferor Company 2
And
ELVIN COMMERCIAL PVT. LTD., having its registered office at 15, Jatin Das Road,
Kolkata-700029 and having Corporate Identification No. U51909WB1995PTC071019;
……Transferor Company 3
And
RADHA ELECTRICALS PVT. LTD., having its registered office at 15, Jatin Das Road,
Kolkata-700029 and having Corporate Identification No. U31200WB1991PTC051132;
……Transferee Company
And
CA (CAA) 101/KB/2022
BDJ STAMPINGS INDUTSRIES LTD & ORS.
Page 2 of 5
In the matter of
1.
BDJ Stamping Industries Ltd.
2.
DOL Apartments Private Limited
3.
Elvin Commercial Pvt. Ltd.
4.
Radha Electricals Pvt. Ltd.
………..Applicants
Date of Hearing: 19/07/2022
Date of pronouncing the order: 26/07/2022
Coram:
Shri Rohit Kapoor, Member (Judicial)
Shri Balraj Joshi, Member (Technical)
Appearances:
Ms. Aditi Jhunjhunwala, Practising Company Secretary……….. For the Applicants
ORDER
Per Rohit Kapoor, Member (Judicial):
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 meetings of shareholders and creditors in connection with the
Scheme of Amalgamation between BDJ Stamping Industries Limited (Transferor
Company 1 or Applicant Company 1), DOL Apartments Private Limited (Transferor
Company 2 or Applicant Company 2), Elvin Commercial Pvt. Ltd. (Transferor
Company 3 or Applicant Company 3) with Radha Electricals Pvt. Ltd. (Transferee
Company) and their respective shareholders. The Scheme provides for merger of
Applicants 1 to 3 with the Transferee Company from the Appointed Date, viz 1st April,
2021 in the manner and on the terms and conditions stated in the said Scheme of
Arrangement (“Scheme”).
2.
It is submitted by Ld. Authorised Representative appearing for the Applicants that the
shares of none of the Applicant Companies are listed on any of the stock exchanges.
Further, the Applicants have the following classes of shareholders and creditors:-
CA (CAA) 101/KB/2022
BDJ STAMPINGS INDUTSRIES LTD & ORS.
Page 3 of 5
(i) Applicant No.1: 8 Equity Shareholders, NIL Preference Shareholders, NIL Secured
Creditor and 1 Unsecured Creditor.
(ii) Applicant No.2: 2 Equity Shareholders, NIL Preference Shareholders, NIL Secured
Creditor and NIL Unsecured Creditor.
(iii)Applicant No.3: 5 Equity Shareholders, NIL Preference Shareholders, NIL Secured
Creditor and NIL Unsecured Creditor.
(iv)Applicant No.4: 2, ‘Class A’, Equity Shareholders, 4, ‘Class B’, Equity Shareholders,
NIL Preference Shareholders, NIL Secured Creditor and 37 Unsecured Creditors.
3.
The Board of Directors of the Applicants have, at their Board Meetings held on
17.03.2022, approved and resolved to carry out the Scheme of Amalgamation and the
copies of the same are attached to the Application at Annexure – N1 to N4 at page Nos.
419 to 426.
4.
It is further submitted that all Equity Shareholders of all the Applicants and 100% in
value of Unsecured Creditor of the Applicant 1 while 98.76% of the value of Unsecured
Creditors of Applicant 4 have already given their consent to the Scheme by way of
affidavits
which
are
annexed
to
the
Company
Application.
Ld.
Authorized
Representative submits that none of the Applicant Companies have secured creditors,
hence, the requirement of obtaining consent and/or holding meeting of secured
