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TMI Blog2022 (5) TMI 320X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner No. 1" or "MPPL") with Joybuddy Fun Products Private Limited, being the Petitioner No. 2 abovenamed ("Transferor Company 1" or "Petitioner No. 2" or "JFPPL") and Myjoy Retails Private Limited, being the Petitioner No. 3 abovenamed ("Transferor Company 2" or "Petitioner No. 3" or "MRPL") whereby and whereunder the Transferor Companies is proposed to be amalgamated with the Transferee Company from the Appointed Date, i.e. 1st April 2021 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation ("Scheme"). 2. The Petition has now come up for final hearing. Learned Counsel for the Petitioners submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Directors of the Petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies. The amalgamation will also reduce the managerial overlaps involved in operating different entities, ease increase operational and management efficiency, and integrate business functions. 5. In view of the aforesaid, the Board of Directors of all the petitioner Companies has considered and proposed the amalgamation of the entire undertaking and business of JFPPL and MRPL with MPPL in order to benefit the stakeholders of all the companies concerned. Accordingly, the Board of Directors of all the companies has formulated this Scheme of Amalgamation for the transfer and vesting of the entire undertaking and business of JFPPL and MRPL with and into MPPL pursuant to the provisions of Section 230 to Section 232 and other relevant provisions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng on 10.3.2022 upon issuance of notices to the Statutory Authorities and advertisement of the date of hearing. In compliance with the said order dated 28.1.2022 the Petitioners have duly served such notices on the Central Government through Regional Director, Eastern Region; Registrar of Companies, West Bengal; Official Liquidator; Deputy Commissioner of Income Tax for Petitioner - 1 on 16.02.2022; Income Tax Assessing Officer for Petitioner - 2 & 3 and Chief Commissioner of Income Tax on 17.01.2022. The Petitioners have also published such advertisements once each in the Business Standard and Aajkaal in their issue dated 17.02.2022. An affidavit of compliance in this regard has also been filed by them on 03.03.2022. (i) All statutory fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pears that no complaint and/or representation has been received against the proposed Scheme of Amalgamation. Further, the petitioner companies are also up-dated in filing their statutory returns for the year ended 31/03/2021 However, the Registrar of Companies, West Bengal, in the said report, made some observations regarding non-filing of Form DPT-3 in respect of financial year ended 31/03/2021 by M/s. Joybuddy Fun Products Private Limited (Transferor Company) and the borrowings shown in the Balance Sheet as at 31/03/2021 but the details has not found in respect of Transferee Company, M/s. MyJoy Pharmaceuticals Private Limited. (Copy of the said report of ROC, WB marked as Annexure-I is enclosed Therewith for perusal and ready reference). ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... able properties from the Transferor Companies to it. Para 2(d) of RD Affidavit: The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application and Company Petition are one and same and there is no discrepancy or no change is made. Para 3(d) of Rejoinder: With reference to Paragraph 2(d) of the said affidavit, it is stated that the Scheme of Amalgamation filed with the Company Application (CAA) No. 159/KB/2021 and the Scheme of Amalgamation filed with the Company Petition No. 221/KB/2021 is one and same and there is no discrepancy. Para 2(e) of RD Affidavit: It is submitted that as per instructions of the Ministry of Corporate Affairs, New Delhi, a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iabilities, duties, and obligations of the Transferor Companies be transferred without further act or deed to the Transferee Company and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and become the debts, liabilities, duties, and obligations of the Transferee Company; (d) All the employees of the Transferor Companies shall be engaged by the Transferee Company, as provided in the Scheme; (e) All proceedings and/or suits and/or appeals now pending by or against the Transferor Companies be continued by or against the Transferee Company, as provided in the Scheme; and no objection shall be taken in this regard. The transferee company shall prosecute or defend the same in accordance wit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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