Case Details
Case Name: In the matter of Bluediamond Tracom Private Limited and Others
Court/Authority: National Company Law Tribunal, Kolkata Bench (Court-II)
Case Number: C. A. (CAA) No. 44 /(KB)/2026
Date of Order: 22.05.2026
Presiding Members: Shri. Labh Singh (Member Judicial), Ms. Rekha Kantilal Shah (Member Technical)
Authorised Representatives: Mr. Shashi Agarwal (Practicing CA), Ms. Meenakshi Manot (Advocate)
Parties Involved
Transferee Company/Applicant Company No. 1: Bluediamond Tracom Private Limited (CIN: U51909WB2008PTC124198)
Transferor Company No. 1/Applicant Company No. 2: Angel Tradecomm Private Limited (CIN: U52390WB2009PTC133512)
Transferor Company No. 2/Applicant Company No. 3: Duplex Vincom Private Limited (CIN: U51109WB2008PTC122241)
Transferor Company No. 3/Applicant Company No. 4: Nripati Dealers Private Limited (CIN: U51909WB2012PTC174982)
Transferor Company No. 4/Applicant Company No. 5: Rangan Projects Private Limited (CIN: U45400WB2012PTC175228)
Transferor Company No. 5/Applicant Company No. 6: Sonata Vanijya Private Limited (CIN: U51109WB2008PTC123923)
Transferor Company No. 6/Applicant Company No. 7: Widespread Suppliers Private Limited (CIN: U51909WB2012PTC175183)
Transferor Company No. 7/Applicant Company No. 8: ABS Merchant Private Limited (CIN: U51109WB1998PTC088298)
Issues / Allegations / Violations
This is a first-stage application filed under Sections 230(1) and 232(1) of the Companies Act, 2013 seeking approval for a Scheme of Amalgamation. The scheme proposes the amalgamation of seven transferor companies into Bluediamond Tracom Private Limited with an appointed date of April 1, 2025. None of the applicant companies are listed on any stock exchanges.
Findings & Observations
The Tribunal examined the following key aspects:
- The Scheme was unanimously approved by the respective Boards of Directors on February 2, 2026
- Statutory Auditors provided certificates dated March 16, 2026 confirming the accounting treatment conforms to Section 133 accounting standards
- The exchange ratio was determined by Registered Valuer Pranab Kumar Chakrabarty on a fair and reasonable basis
- All equity shareholders (100%) of all eight companies provided consent via affidavits
- Unsecured creditors of Applicant No. 1, 3, 5, 6 provided 100% consent, while Applicant No. 8 secured 93% consent
- Applicant No. 5's sole secured creditor was paid on February 20, 2026, as certified by statutory auditor
- Applicant companies No. 2, 4, 7 have no unsecured creditors
- Applicant companies No. 1, 2, 3, 4, 6, 7, 8 have no secured creditors
- All applicant companies have positive net worth
The Tribunal determined this constitutes an arrangement between the companies and their shareholders under Section 230(1)(b) with no compromise or diminution of creditor liabilities.
Penalties / Settlements / Directions
The Tribunal issued the following directions:
- Dispensed with meetings of Equity Shareholders of all eight Applicant Companies
- Dispensed with meetings of unsecured creditors of Applicant No. 1, 3, 5, 6, and 8
- Determined meetings of secured creditors of all Applicant Companies and unsecured creditors of Applicant No. 2, 4, 7 are not required
- Directed service of notice under Section 230(5) to statutory authorities within two weeks:
- Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata
- Registrar of Companies
- Official Liquidator
- Income Tax Department and Commissioner of Income Tax
- Notices must be sent by hand delivery/special messenger or post and email
- Authorities have 30 days from receipt to file representations
- Applicants must file affidavit proving service compliance
- Connected Company Petition to be filed within four weeks
Final Ruling & Enforcement
The application (C. A. (CAA) No. 44 /(KB)/2026) was disposed of with the above directions. The order allows the amalgamation process to proceed to the next stage subject to statutory approvals and represents preliminary approval of the scheme structure.