In the National Company Law Tribunal

Kolkata Bench(Court-I), Kolkata

C.P. (CAA) No. 147/KB/2022

C.A.(CAA) No. 71/KB/2022

A Petition under section 230(1) read with section 232(1) of the Companies Act, 2013.

In the Matter of :

Camellia Exports 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. U51226WB1976PTC030637 and its registered office at Nilhat

House, 11, R N Mukherjee Road, Ground Floor, Kolkata-700001 in the State of West

Bengal

….Transferor Company No.1 / Petitioner Company No. 1/CEPL

And

Ekta Suppliers 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. U52190WB2011PTC157193 and its registered office at 1, Crooked Lane,

2nd Floor, Room No. 230A, Kolkata-700069 in the State of West Bengal

….Transferor Company No.2 / Petitioner Company No. 2/ESPL

And

Pears Suppliers 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 U51909WB2011PTC157186 and its registered office at 1, Crooked Lane,

2nd Floor, Room No. 230A, Kolkata-700069 in the State of West Bengal

….Transferor Company No.3 / Petitioner Company No. 3/PSPL

And

C.P. (CAA) No. 147/KB/2022

C.A.(CAA) No. 71/KB/2022

Camellia Exports Private Limited & Ors.

Page 2 of 14

Empire Dealmark 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. U51909WB2011PTC157278 and its registered office at 1,

Crooked Lane, 2nd Floor, Room No. 230A, Kolkata-700069 in the State of West Bengal

….Transferee Company / Petitioner Company No. 4/EDPL

1.

Camellia Exports Private Limited

2.

Ekta Suppliers Private Limited

3.

Pears Suppliers Private Limited

4.

Empire Dealmark Private Limited

. . . . . Petitioner(s)

Date of Hearing: 16.01.2023

Date of pronouncing the order: 01/03/2023

Coram:

Rohit Kapoor

:

Member (Judicial)

Balraj Joshi

:

Member (Technical)

Counsel on Record for the Petitioner(s):

1.

Jyoti Mandal, FCA

2.

Swati Bajaj, PCS

ORDER

Per Balraj Joshi, Member(Technical):

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 Camellia Exports Private Limited, being the Petitioner No.1

abovenamed ("Transferor Company No.1" or “Petitioner No.1”) Ekta Suppliers

Private Limited, being the Petitioner No.2 abovenamed ("Transferor Company

No.2" or “Petitioner No.2”), Pears Suppliers Private Limited, being the Petitioner

No.3 abovenamed ("Transferor Company No.3" or “Petitioner No.3”), with

Empire Dealmark Private Limited, being the Petitioner No.4 abovenamed

("Transferee Company" or “Petitioner No.4”) whereby and whereunder the

C.P. (CAA) No. 147/KB/2022

C.A.(CAA) No. 71/KB/2022

Camellia Exports Private Limited & Ors.

Page 3 of 14

Transferor Company(ies) is/are proposed to be amalgamated with the Transferee

Company from the Appointed Date, viz 1^st 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. Counsel(s) for the Applicants

submits as follows:-

(a)

The Scheme was approved unanimously by the respective Board of

Directors of the Petitioner Companies at their meetings held on 07-

February-2022

(b)

The circumstances which justify and/or have necessitated the Scheme and

the benefits of the same are, inter alia, as follows:-

“With a view to consolidate business of CEPL, ESPL, PSPL into EDPL,

to create a larger entity, to achieve economy of scale, and to rationalize,

streamline the ownership structure of EDPL, the Amalgamation of CEPL,

ESPL, PSPL into EDPL. is being envisaged. The Amalgamation, when

approved, wou