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TMI Blog2019 (5) TMI 1842X X X X Extracts X X X X X X X X Extracts X X X X ..... sferee Company for all the estate and interest of the Transferor Companies but subject nevertheless to all charges, now affecting the same - All the debts, liabilities, duties and obligations of the Transferor Companies are transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to Section 232 of the Companies Act, 2013 be transferred to and become the debts, liabilities, duties, obligations of the Transferee Company. Application allowed. - C.P. (CAA) No. 1526/KB/2018 And C.A. (CAA) No. 532/KB/2018 - - - Dated:- 10-5-2019 - M.B. Gosavi, Member (J) For the Petitioner : Kovid Mukherjee, PCS ORDER M.B. GOSAVI, MEMBER (J) 1. The object of this petition is to obtain sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Transferor Companies with the Transferee Company. The Scheme will be complimentary to the companies for their mutual benefit and interest. 3. It is stated in the Petition that the Scheme of Amalgamation will result in economies of scale, reduction in overheads and other expenses, reduction in administrative and procedural work, elimination of duplication of work, better and more productive and effective utilisation of the combined resources of all the companies and will enable the amalgamated company to effect internal economies and optimize productivity. 4. It is stated that the Scheme will have beneficial results for the companies concerned, their shareholders, employees and all concerned. 5. The Board of Directors of the Tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and marked with letter Q . A certificate from the Transferee Company's Auditor stating that the accounting treatment is in conformity with the accounting standard under Section 133 is annexed with the Petition and marked with letter R . 9. By an Order dated 19th July, 2018, passed by this Tribunal in CA (CAA) No. 532/KB/2018, this Tribunal had dispensed with the requirement of convening and holding meetings of the Equity Shareholders, Secured Creditors of all the Petitioner Companies and the Unsecured Creditors of the Petitioner Company Nos. 1, 2 and 3 respectively since each and every Equity Shareholders, Secured Creditors of all the petitioner Companies and the Unsecured Creditors of the Petitioner Company Nos. 1, 2 and 3 had gi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng of the Petition, issuance of the notices of this Petition to the statutory authorities for their objections, if any. 15. In compliance with the order dated 29th January, 2019, passed in CP (CAA) NO. 1526/KB/2018, connected with CA(CAA) No. 532/KB/2018, the Petitioner Companies have filed affidavit of service affirmed on 11th February, 2019 evidencing publication of notice in the newspapers and service upon the Central Government, Statutory Authorities. 16. The Regional Director, Eastern Region, Ministry of Corporate Affairs had filed his report vide affidavit affirmed on 4th March, 2019 as below : 2 (a) It is submitted that on examination of the report of the Registrar of Companies, West Bengal it appears that no complaint and/ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of such shares, the fractional entitlements of shares to any member of the Transferor Companies shall be rounded off to a whole number and thereafter be allotted to the shareholder of the Transferor Companies, who are entitled to such share. 18. The Official Liquidator attached to Hon'ble High Court, Calcutta vide his report dated 4th March, 2019 has observed that after scrutiny of the report submitted by the Chartered Accountant and other relevant papers and records etc., submitted by the Advocate-on-record of the Petitioner, the Official Liquidator is of the opinion that the affairs of the above noted Transferor Companies, namely, Aryadeep Construction Private Limited, Gajgamini Distributors Private Limited, Vidyalaxmi Vincom Pri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ilities, duties, obligations of the Transferee Company. d. All legal proceedings and/or suits and/or appeals now pending by or against the Transferor Companies be continued by or against the Transferee Company. e. Leave is granted to the Transferor Companies to file their Schedule of Assets as stated in Paragraph 14 of the Petition within three weeks from the date of this order. f. All the Transferor Companies and the Transferee Company respectively do within 30(thirty) days after the date of this Order cause a certified copy thereof to be delivered to the Registrar of Companies, West Bengal for registration. g. The Transferor Companies be dissolved without winding up from the date of the filing of the certified copy of this Ord ..... X X X X Extracts X X X X X X X X Extracts X X X X
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