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2021 (9) TMI 254
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....of Amalgamation whereby GAR Education Private Limited (Transferor Company No. 1), GAR Pariwahan Private Limited (Transferor Company No. 2) and GAR Power Private Limited (Transferor Company No. 3) are going to merge into Fair & Faith Consultants Private Limited (Transferee Company), with effect from 01.04.2020, being the appointed date. 2. The Transferee Company, FAIR & FAITH CONSULTANTS PRIVATE LIMITED, (CIN NO: U74120WB2007PTC112919 and having PAN No. AABCF0495L) was originally incorporated on the 31st day of January, 2007 as a Company limited by shares under the provisions of the Companies Act, 1956. The Registered Office of the Company is situated at 9, Mango Lane, 3rd Floor, Room No. 1, Gurunanak Estate Owners Association, Kolkata- 7....
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....sh, promote and run or otherwise manage computer centers, coaching classes in India. 4. The 2nd Transferor Company, GAR PARIWAHAN PRIVATE LIMITED, (CIN NO: U63010WB2009PTC135802 and having PAN No. AADCG6938M) was originally incorporated on the 10th June, 2009 as a Company limited by shares under the provisions of the Companies Act, 1956. The Registered Office of the 2nd Transferor Company is situated at 9, Mango Lane, 3rd Floor, Room No. 1, Kolkata - 700001. The 2nd Transferor Company has an Authorized Share Capital of Rs. 3,00,00,000/- divided into 3000000 equity shares of Rs. 10/- each and Issued, Subscribed Paid up Capital of Rs. 2,99,15,850/- divided into 2991585 Equity Shares of Rs. 10/- each. The main Objects of the 2nd Transferor ....
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.... with the Application in Annexures "A-1 to A-8" 7. The Board of Directors of the Applicant Companies has, at their respective Board meetings, by a resolution passed unanimously approved the Scheme of Amalgamation. 8. A copy of the said Scheme of Amalgamation, Valuation Report of shares along with auditor's certificate regarding compliance of Sec 133 of the Companies Act, 2013 is annexed with the Application and marked as Annexure "A-9". 9. The Scheme of Amalgamation has been proposed in order to integrate the fields of activities of the companies and for improving overall business efficiency, to streamline administration of the Companies and in the overall interest of future growth and diversification of the business of the Com....
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....ing and fulfilling the objects of all the companies and in the growth, expansion and development of their business and the said Scheme will have beneficial results for the companies their shareholders, employees and all concerned. 14. It has been submitted in the Application that the shareholders of the Applicant Companies have agreed in writing to the Scheme of Amalgamation and have also consented to waive the holding and convening of the meeting of the shareholders of the Applicant companies. 15. It is submitted by the Applicant Companies that in view of the written consent given by each of the shareholders of the Applicant companies, convening and holding of the meetings of the shareholders of the Applicant Companies be dispensed w....
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....are dispensed with. b. In view of the fact that there are no secured or unsecured creditors of the Applicant Companies, convening and holding of separate meetings of the Secured and Unsecured Creditors of the Applicant Companies are hereby dispensed with. c. Let the notice be served by the Applicant Companies, as per the requirements of sub-section (5) of Section 230 of the Companies Act, 2013, along with the copy of the Application and all other documents including the copy of the Scheme of Amalgamation and the statement disclosing necessary details on the Central Government, through the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata, Registrar of Companies, West Bengal, and the concerned Assess....