Case Overview

This application was filed under Section 230(1) read with Section 232(1) of the Companies Act, 2013 seeking directions for convening meetings of shareholders and creditors in connection with a Scheme of Amalgamation. The scheme involves the amalgamation of two transferor companies - Zest Dealtrade Private Limited (CIN: U52100WB2010PTC145661) and Patron Commotrade Private Limited (CIN: U52100WB2010PTC145657) - with Meadow Projects Private Limited (CIN: U70109WB2009PTC139199) as the transferee company. The appointed date for the amalgamation is 1st April 2025.

All three companies have their registered offices in West Bengal and fall under the jurisdiction of the Kolkata bench. The applicants confirmed that none of the companies are Non-Banking Financial Companies (NBFCs). The boards of directors of all three companies approved the scheme through resolutions passed on 24th March 2026.

The scheme is supported by a valuation report dated 31st March 2025 prepared by IBBI-registered valuer CA Madhumita Karar (Registration No: IBBI/RV/06/2018/10341), which recommended the share exchange ratio. The statutory auditors of the applicant companies certified on 19th March 2026 that the accounting treatment proposed in the scheme conforms to accounting standards prescribed under Section 133 of the Companies Act, 2013.

Final Outcome

The Tribunal allowed the application and made the following orders:

1. Meetings Dispensed With: All meetings of equity shareholders, unsecured creditors, and secured creditors were dispensed with as 100% of each class had already provided written consent to the scheme through affidavits.

2. Regulatory Notices: The applicants were directed to serve notice under Section 230(5) of the Companies Act, 2013 within two weeks to:

  • Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata
  • Registrar of Companies, West Bengal, Kolkata
  • Official Liquidator, High Court at Calcutta
  • Income Tax Department having jurisdiction over the applicants

The notices must be sent by hand delivery through special messenger or by post and also by email, specifying that any representations should be filed before the Tribunal within 30 days of receipt.

3. Affidavit of Service: The applicants must file an affidavit confirming compliance with the notice requirements.

4. Next Steps: The connected company petition must be filed within four weeks from the date of this order. The application CA (CAA) No. 67/KB/2026 was disposed of accordingly.

Topics: Corporate Amalgamation, NCLT Proceedings, Regulatory Compliance