NCLT Bengaluru Approves Amalgamation Of Blue Planet Foods And Red Apple Kitchen Consultancy

The Bengaluru Bench of the National Company Law Tribunal (NCLT) on 29 May, approved a Scheme of Amalgamation between Blue Planet Foods Private Limited and Red Apple Kitchen Consultancy Private Limited with effect from 1 April 2024.

Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada sanctioned the Scheme, holding that the arrangement satisfied the requirements under Sections 230 to 232 of the Companies Act, 2013 and warranted sanction subject to statutory compliances. The Bench held:

“Similar schemes have already been dealt with and approved by this Bench in other referred cases. It thus leaves no impediment to the approval of Scheme.”

Blue Planet Foods Private Limited and Red Apple Kitchen Consultancy Private Limited, both subsidiaries of United Foodbrands Limited (formerly Barbeque-Nation Hospitality Limited), approached the Tribunal seeking approval of a scheme under which Blue Planet Foods would merge with Red Apple Kitchen Consultancy and stand dissolved without undergoing winding up.

At the first motion stage, the Tribunal dispensed with convening meetings of shareholders and unsecured creditors of both companies, as well as secured creditors of Red Apple. Thereafter, the companies held meetings of unsecured creditors, where the scheme received the requisite approval.

During the proceedings, the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and Reserve Bank of India raised observations on aspects including the appointed date, shareholding structure, statutory dues, MSME liabilities, pending tax disputes, FEMA compliance and outstanding charges.

The companies filed detailed responses and undertakings addressing these concerns and informed the Tribunal that United Foodbrands Limited held 89.05 per cent of the equity share capital of Red Apple Kitchen Consultancy Private Limited.

After considering the reports and responses, the Tribunal sanctioned the scheme and recorded that similar schemes had already been allowed by the Bench, leaving no impediment to approval. It also clarified that approval of the scheme would not exempt the companies from compliance with applicable statutory requirements. It observed:

“While approving the Scheme, it is clarified that this order should not be construed as an order in anyway granting exemption from payment of stamp duty, taxes, or any other charges, if any, and payments thereof shall be made in accordance with applicable law or in respect of any permission/compliance with any other requirement which may be specifically required.”

Accordingly, the NCLT sanctioned the Scheme of Amalgamation.

For Petitioner: G Parameshwar Bhat, PCS

For IT Dept: Ganesh R Ghale