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TMI Blog2019 (8) TMI 880X X X X Extracts X X X X X X X X Extracts X X X X ..... rights and interest of VIVEK TRADE INVESTMENT PRIVATE LIMITED be transferred to and vested in without further act or deed in UNISTAR RESOURCES AND TRADES PRIVATE LIMITED and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and vested in UNISTAR RESOURCES AND TRADES PRIVATE LIMITED for all the estate and interest of VIVEK TRADE INVESTMENT PRIVATE LIMITED but subject nevertheless to all charges, now affecting the same. Petition disposed off. - C.P. (CAA) No. 749/KB/2019 Connected with C.A. (CAA) No. 1074/KB/2018 - - - Dated:- 2-8-2019 - Mr. Harish Chander Suri Member (T) and Mr. Jinan K.R. Member (J) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tings of the Shareholders of the Applicant Companies and Unsecured Creditors of the Transferee Company were dispensed with. Also it was recorded that there were Nil Secured Creditor in both the applicant companies and Nil Unsecured Creditor in the Transferor Company. Further, the Petitioner Companies were directed to service notice upon regulatory authorities. 4. Pursuant to the direction contained in the order passed by this Tribunal on 4th March, 2019 in Company Application No. C.A (CAA) No 1074/KB/2018 the Applicant Companies have effected service upon the Regulatory Authorities and have filed affidavit of compliance duly affirmed on by Sri Vivek Agarwal and Sri Anil Agarwal and filed with the Registry which is available o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Financing activities. The business of the TRANSFEROR COMPANY and the TRANSFEREE COMPANY can be combined/adjusted and carried forward conveniently with combined strength with having Minimum Net Owned as stipulated under RBI guidelines ; b. The amalgamation will enable the TRANSFEREE COMPANY to consolidate its line of business by restructuring and reorganizing its business activities and Capital Structure; c. The amalgamation will enable the amalgamated company to broad base their business activities under the roof of the TRANSFEREE COMPANY; d. The amalgamation will result in economy of scale including reduction in overhead expenses relating to management and administration in better and more pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme will have beneficial results for the Companies concerned, their shareholders, employees and all concerned; 8. It has been stated in the Company Petition that the assets of the Petitioner companies are sufficient to meet all their liabilities and the said scheme will not adversely affect the rights of any of the creditors of any of the applicant companies in any manner whatsoever. 9. It is stated in the Company Petition that the Petitioner companies have made due provisions for payment of all liabilities as and when the same fell due. 10. It has been stated in the Company Petition that there are no proceedings pending under Section 235 to 251 of the Companies Act, 1956 and Section 217, 219 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... namely VIVEK TRADE INVESTMENT PRIVATE LIMITED is registered with RBI as NBFC Company and RBI vide letter dated 23.07.2019 given its NOC to the proposed Scheme of Amalgamation . PARA 2(C) It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a copy of the scheme was forwarded to the Income Tax Department on 24-04-2019 with a request to forward their comments/ observation / objections, if any. However , the said authority has not forwarded their report to this Directorate till date . 16. The Official Liquidator , High Court , Calcutta has submitted , his report dated 18th July, 2019 which is on record . The Official Liquidator has recorded AT PARA 8 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... CES AND TRADES PRIVATE LIMITED and their shareholders and all concerned; b) All the properties, rights and interest of VIVEK TRADE INVESTMENT PRIVATE LIMITED be transferred to and vested in without further act or deed in UNISTAR RESOURCES AND TRADES PRIVATE LIMITED and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 and read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 be transferred to and vested in UNISTAR RESOURCES AND TRADES PRIVATE LIMITED for all the estate and interest of VIVEK TRADE INVESTMENT PRIVATE LIMITED but subject nevertheless to all charges, now affecting the same; c) All the liabilities and duties of VIVEK TRADE INVESTMENT PRIVATE L ..... X X X X Extracts X X X X X X X X Extracts X X X X
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