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In the National Company Law Tribunal
Kolkata Bench (Court-I), Kolkata
C.P (CAA) No. 121/ KB /2022
Connected with
C.A. (CAA) No. 53/ KB /2022
A petition under section 230(1) read with section 232(1) - Companies act, 2013
In the matter of:
SEAMARINE MERCANTILE PRIVATE LIMITED, a company incorporated under the
Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013,
having Corporate Identification No. U52100WB2010PTC148325 and its registered office at
2A, Ganesh Chandra Avenue, 7th Floor, Room No. 5, Kolkata- 700013 in the state of West
Bengal.
…...Transferor Company /Petitioner No. 1
-And-
TIRUPATI COMMODEAL PRIVATE LIMITED, a company incorporated under the
Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013,
having Corporate Identification No. U51109WB2007PTC118418 and its registered office at
2A, Ganesh Chandra Avenue, 7th Floor, Room No. 5, Kolkata- 700013 in the state of West
Bengal.
…...Transferor Company /Petitioner No. 2
-And-
PRABHAKAR VANIJYA PRIVATE LIMITED, a company incorporated under the
Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013,
having Corporate Identification No. U51109WB2008PTC122618 and its registered office at
2A, Ganesh Chandra Avenue, 7th Floor, Room No. 5, Kolkata- 700013 in the state of West
Bengal.
…Transferor Company /Petitioner No. 3
-And-
SATGURU TRADECOM PRIVATE LIMITED, a company incorporated under the
Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013,
having Corporate Identification No. U52190WB2010PTC149936 and its registered office at
2A, Ganesh Chandra Avenue, 7th Floor, Room No. 5, Kolkata- 700013 in the state of West
Bengal.
…Transferor Company /Petitioner No. 4
-With-
KHETAN MERCHANDISE PRIVATE LIMITED, a company incorporated under the
Companies Act, 1956, and being a Company within the meaning of the Companies Act, 2013,
having Corporate Identification No. U51109WB1996PTC081351 and its registered office at
2A, Ganesh Chandra Avenue, 7th Floor, Room No- 5, Kolkata - 700013 in the state of West
Bengal.
…..Transferee Company /Petitioner No. 5
C.P (CAA) No. 121/ KB /2022
Connected with
C.A. (CAA) No. 53/ KB /2022
KHETAN MERCHANDISE PRIVATE LIMITED & ORS.
MJ
Page 2 of 10
In the matter of:
1.
Seamarine Mercantile Private Limited
2.
Tirupati Commodeal Private Limited
3.
Prabhakar Vanijya Private Limited
4.
Satguru Tradecom Private Limited
5.
Khetan Merchandise Private Limited
…….……Petitioners
Date of Hearing: 10.11.2022
Date of pronouncing the order: 08.12.2022
Coram:
Shri Rohit Kapoor
:
Member (Judicial)
Shri Balraj Joshi
:
Member (Technical)
Counsel on Record for the Petitioner(s):
Shri Gopal Kumar Khetan, PCA
………. For the Petitioners
ORDER
Per Rohit Kapoor, Member (Judicial):
1. The instant petition has been filed under Section 230(6) read with Section 232(3) of
the Companies Act, 2013 (“Act”) for sanction of the Scheme of Amalgamation of
Seamarine Mercantile Private Limited, being the Petitioner No. 1 above named
("Transferor Company" or “Applicant No. 1”), Tirupati Commodeal Private Limited,
being the Petitioner No. 2 above named (“Transferor Company” or “Applicant No.
2”), Prabhakar Vanijya Private Limited, being Petitioner No. 3 above named
(“Transferor Company” or “Applicant No. 3”), Satguru Tradecom Private Limited,
being the Petitioner No. 4 above named ("Transferor Company" or “Applicant No. 4”)
with Khetan Merchandise Private Limited being Petitioner No. 5 above named
(“Transferee Company” or “Applicant No. 5”) whereby and where under the
Transferor Companies are proposed to be amalgamated with the Transferee Company
from the Appointed Date, viz. 1st day of April, 2021 in the manner and on the terms
and conditions stated in the said Scheme of Amalgamation (“Scheme”).
2. The Petition has now come up for final hearing. The Counsel for the Applicants
submits as follows:-
(a)
The Scheme was approved unanimously by the respective Board of Directors
