TaxTMI 
TaxTMI 
2019 (8) TMI 1001
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....ilworth Hotel Private Limited (hereinafter, "NKHPL") and KHR Hospitality India Limited (hereinafter, "KHIL") and their respective Shareholders and Creditors. A copy of the said Scheme is annexed to the Petition as Annexure-A. 2. The object of this Petition is to obtain the sanction of the Scheme of Arrangement among the above noted Petitioners whereby and where under the undertaking of the NKHPL pertaining to Goa undertaking, as defined in the Scheme, together with all properties, rights, claims and liabilities relating thereto are proposed to be transferred to and vest in KHIL on the terms and conditions as fully stated in the said scheme. 3. The Board of Directors of both the Petitioner Companies, have at the....
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....NKHPL and KHIL to give better focus and attention to their respective undertakings. d) The Scheme, it is reasonably believed, will create possibilities for optimum growth and development of business of both the Companies. It will also enable the Goa Undertaking to achieve better and more efficient management and control with greater focus and attention. The Scheme is reasonably expected to have beneficial results for both NKHPL and KHIL and their respective shareholders an others concerned, etc. 5. From the record it appears that vide order dated 7th September, 2018 passed by this Tribunal in C.A. (CAA) No.827/KB/2018, convening of meetings of equity shareholders of the NKHPL and the KHIL were dispensed i....
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....ng of NKHPL are more than sufficient to meet its liabilities. The said Scheme will not adversely affect the rights of any of the Creditors of the Petitioner Companies in any manner whatsoever as due provisions have been made for payment of liabilities as and when the same fall due in usual course. 9. It is stated that on 14th November, 2018 the said meetings of the Secured Creditors and Unsecured Creditors of NKHPL and KHIL, duly convened in accordance with the said order, were held at I & 2, Little Russel Street, Kolkata-700071. Ms. Debjani Mitra was appointed as the chairperson of the said meetings. 10. A report has been filed by Ms. Debjani Mitra Neogy, Advocate, Chairperson of the said meetings of the Secur....
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....his Tribunal. 12. Shri Debasish Bandyopadhyay, the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata has filed several affidavits affirmed on 27th March, 2019, 7th June, 2019 and 25th July, 2019. As per the last affidavit affirmed on 25th July, 2019, the following observations have been made by the Regional Director:- a) That as per the Paragraph 4 of Rejoinder dated 19.07.2019 & 23.07.2019 in respect of 2(b) of Supplementary Affidavit, it is stated that the Transferor Company is owned by its Shareholders, if the Shareholders of the Transferor company is benefited by the Scheme, the Transferor Company automatically stands to benefit. And disclosed the details of fixed assets ....
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....ification and elaboration. 14. It has been further submitted that despite publication of notice of hearing in newspapers in Form No. NCLT 3A of the National Company Law Tribunal Rules, 2016, no other person has filed any opposition or objection before this Tribunal. 15. Heard the arguments of the Ld. Counsel for the Petitioner Companies and the Ld. Assistant Director, Office of the Regional Director, Eastern Region, Ministry of Corporate Affairs Kolkata. 16. In view of the facts stated above and considering the observations made by the said Regional Director and the Reply thereto by the Companies, I am of the view that the proposed Scheme does not seem to be contrary to the public policy, nor pre....
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....ithout 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 become the debts, liabilities, duties and obligations of KHR Hospitality India Limited; d. All legal proceedings and/or suits and/or appeals now pending by or against New Kenilworth Hotel Private Limited pertaining to the Goa Undertaking, be continued by or against KHR Hospitality India Limited; e. Leave is granted to the petitioners to file the Schedule of Assets of the Goa Undertaking of New Kenilworth Hotel Private Limited within sixty days from the date of the order to be made herein; f. New Kenilworth Hotel Priv....