IN RE Vs. GOODLUCK DEALCOM PRIVATE LIMITED

JUDGEMENT

(1.) This is a petition filed under Sections 230 to 232 of Companies Act, 2013 by Goodluck Dealcom Private Limited for confirmation of the Scheme of Amalgamation of Goodluck Dealcom Private Limited, (the petitioner company) with Phillips Carbon Black Limited to be binding with effect from 01st April, 2016 on the petitioner and its shareholders and all concerned.

(2.) As per directions of this Tribunal vide Order dated 18th April, 2017 in C.A. No. 90/2017 as modified by the order dated 24th April, 2017, the petitioner company had convened meetings of equity shareholders and unsecured creditors of the petitioner company for seeking their approval to the proposed Scheme. Pursuant to the said directions, individual notices were sent to all the equity shareholders and unsecured creditors of the petitioner company by email on 25th day of April, 2017 and general notice was advertised in the "Business Standard" in English and once in the "Aajkal" in Bengali in their respective issues dated the 25th day of April, 2017. Further, notice was served by speed post on the Regional Director, Eastern Region, Kolkata, Registrar of Companies, West Bengal, Official Liquidator and the Income Tax Department having jurisdiction over the petitioner company on 25th April, 2017. The petitioner company had thereafter filed Company Petition being C.P. (CAA) No. 275/KB/2017

(3.) On perusal of the Report filed by Ms. Anima Maiti, the Chairperson appointed by Tribunal. It appears that the meeting of the Equity Shareholders of the petitioner company held on 26/05/2017 was attended by 02 Equity Shareholders of petitioner company in person or through authorised representative and entitled together to 83,90,000 equity shares of Rs. 10/- each fully paid up representing 100% of the total value of shares of the petitioner company and that the meeting of unsecured creditors of the petitioner company was attended by 03 unsecured creditors of the petitioner company present in person or through authorised representatives and entitled together to debts of Rs. 61,27,00,000/- representing 100% of the total value of debts of the petitioner company. Further, it appears that the equity shareholders and unsecured creditors of the petitioner company have unanimously approved the said Scheme.