TaxTMI 
TaxTMI 
2019 (8) TMI 880
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....tion of VIVEK TRADE & INVESTMENT PRIVATE LIMITED the Petitioner Company No 2 above named ( "Transferor Company") with UNISTAR RESOURCES AND TRADES PRIVATE LIMITED the Petitioner Company No 1 above named ( "Transferee Company"), under Section 230 to 232 of the Companies Act, 2013. 2. The object of this petition is to obtain sanction of Tribunal to the Scheme of Amalgamation whereby and where under the entire undertaking of the Transferor Company together with all assets and liabilities relating thereto on going concern are proposed to be transferred to and vested in the "Transferee Company" with appointed date being 1st April, 2018 on the terms and conditions fully stated in the Scheme of Amalgamation a copy whereof is annexed....
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....Central government through Regional Director, Eastern Region , Ministry of Corporate Affairs ii. Registrar Of Companies , West Bengal iii. The Income Tax Department of the office having jurisdiction over the respective petitioner companies, iv. Reserve Bank of India v. Competition Commission of India vi. the Official Liquidator , High Court at Calcutta 6. The petitioners have complied with the Directions contained in the order dated 12th June, 2019 passed by this Tribunal in Company Petition C.P(CAA)No.749/KB/2019 connected with Company Application No. C.A.(CAA) NO 1074/KB/2018 and has filed affidavit of compliance duly affirmed by Sri Vivek agarwal and Sri Anil agarwal on 3r....
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....enable the establishment of a larger company with larger resources and a larger capital base enabling further development of the business of the company concerned. The said scheme will also enable the undertakings and business of the said applicant company to obtain greater facilities possessed and enjoyed by one large company compared with a number of small Company for raising capital, securing and conducting trade on favorable terms and other benefits; g. The said scheme will contribute in furthering and fulfilling the objects of the Company concerned and in the growth and development of these businesses; h. The said scheme will strengthen and consolidate the position of the amalgamated company an....
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....ompany Petition that the Scheme of Arrangement does not contain any clause whatsoever relating to arrangement and/or compromise with creditor and interest of creditor will not be affected in any manner whatsoever . 13. It is further stated in the Company Petition that the Applicant Companies has never issued nor agreed to issue any debenture . 14. The Reserve Bank of India have vide their letter DNBS.RO.KOL.NO.137/99/.06.002/2019-20 dated July 23rd 2019 have conveyed their No Objection to the proposed Scheme of Amalgamation . 15. Sri DEBASISH BANDOPADHYAY , Regional Director Eastern Region , Ministry of Corporate Affairs have filed reply affidavit duly affirmed by him on 29^th July, 2019 wh....
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....s of the view that the affairs of the aforesaid Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the Companies Act, 1956/the Companies Act, 2013 whichever is applicable. 17. Heard Ld. Counsel for the Petitioners and Authorised Representative of the Regional Director , Eastern Region , Ministry Of Corporate Affairs at Kolkata and the approvals accorded by the members and creditors of petitioner companies to the proposed Scheme and the affidavits filed by the Regional Director , Eastern Region , Ministry of Corporate Affairs , the report of Official Liquidator there appears to be no impediment in sanctioning the present Scheme . C....
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....LIMITED; d) That all the proceedings and/or suit appeals now pending by or against VIVEK TRADE & INVESTMENT PRIVATE LIMITED shall be continued by or against UNISTAR RESOURCES AND TRADES PRIVATE LIMITED; e) The Transferee Company do issue and allot shares to the shareholders of VIVEK TRADE & INVESTMENT PRIVATE LIMITED as envisaged in the said Scheme of Amalgamation and for that, if necessary, to increase the authorized share capital; f) The schedule of assets in respect of VIVEK TRADE & INVESTMENT PRIVATE LIMITED be filed within a period of 60 days from the date of the order to be made herein; g) The Transferor Company of VIVEK TRADE & INVESTMENT PRIVATE LIMI....