9911796707
TMI Blog2019 (8) TMI 1001X X X X Extracts X X X X X X X X Extracts X X X X ..... In addition to the above, all statutory compliance have been complied with or further undertaken for making compliance by the Petitioner Companies. Therefore, the present Company Petition deserves to be allowed. Petition allowed. - C.P. (CAA) No. 1588/KB/2018 Connected with C.A.(CAA) No. 827/KB/2018 - - - Dated:- 20-8-2019 - Virendra Kumar Gupta Member (Technical) and M.B. Gosavi, Member (Judicial) Mr. D N Sharma, Adv. } For Petitioners Mr. T. Khaitan, Adv. } For Petitioners Mr. Channnakesava, AD } For RD, Eastern Region ORDER 1. This is an Application under Sections 230 to 232 of Companies Act, 2013 for confirmation of the Scheme of Arrangement between New Kenilworth Ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent to re-organise and restructure the ownership and shareholding control of the Goa undertaking and for this purpose, the Board of Directors of NKHPL have envisaged the present scheme to fully and effectually effect transfer of the Goa Undertaking to KHIL and retain only the Residuary Undertaking to itself. c) The Scheme will provide greater focus, flexibility and speed to the overall business activities of both the Undertakings being the Goa Undertaking and Residuary Undertaking and improve the general profitability of the said two undertakings to permitting concentration by each on its respective undertaking without undue interference or control by the other. The Scheme will enable NKHPL and KHIL to give better focus and att ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o advertised once in the Financial Express in English and once in the Pratidin in Bengali in their respective issues dated the 27th September, 2018. The Affidavit of Compliance affirmed on 10th October, 2018 has been filed separately. 7. It is stated in the Petition that there are no proceedings pending under section 206 to 225 of the Companies Act, 2013 and/or section 235 to 251 of the Companies Act, 1956 against the Petitioner Companies. 8. It is stated in the Petition that the aggregate assets of both the Petitioner Companies (combined) are more than sufficient to meet their aggregate liabilities. Further, the aggregate assets of the Goa undertaking of NKHPL are more than sufficient to meet its liabilities. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rn Region, Kolkata, Registrar of Companies, West Bengal, assessing officers of Income Tax offices having jurisdiction over the Petitioner Companies and the Chief Commissioners of Income Tax having jurisdiction over Petitioner Companies, by sending the same at their respective offices by speed post on the 13th day of December, 2018. Further, Notice of hearing of Petition has been published once each in the Financial Express in English and once in the Pratidin in Bengali in their respective issues dated the 17th day of December, 2018 as per the said direction of this Tribunal. An Affidavit of Compliance affirmed on 4th January, 2019 has been filed before this Tribunal. 12. Shri Debasish Bandyopadhyay, the Regional Director, Eas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etion of Clause 14 and Schedule B of the Scheme. The Company will take necessary steps separately as per the provisions of the Act and Rules related there to for conversion of the status of the Company from Public Limited to Private Limited Company. b) The Company has already filed the requisite form MGT-6 regarding registration of nominees having beneficial ownership. c) The Valuation Report has been prepared by an independent firm of Chartered Accountant, Mr. H. S. Senapati, Chartered Accountants as per prescribed accounting principles, standards and guidelines with complete justification and elaboration. 14. It has been further submitted that despite publication of notice of hearing in newspapers in For ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Goa Undertaking (as defined in the Scheme), be transferred to and vest without further act or deed in KHR Hospitality India Limited and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 be transferred to and vest in KHR Hospitality India Limited for all the estates and interests of New Kenilworth Hotel Private Limited therein, but subject nevertheless to all charges now affecting the same; c. All the debts, liabilities, duties and obligations of New Kenilworth Hotel Private Limited pertaining to the Goa Undertaking, be transferred without further act or deed to KHR Hospitality India Limited and accordingly the same shall, pursuant to Section 232 of the Companies Act, 2013 be transferred to and beco ..... X X X X Extracts X X X X X X X X Extracts X X X X
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