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TMI Blog2021 (9) TMI 170X X X X Extracts X X X X X X X X Extracts X X X X ..... eing the Petitioner No. 3 above named ("Transferor LLP No. 2"), Igloo Vanijya LLP, being the Petitioner No. 4 above named ("Transferor LLP No. 3") with Omega Vinimay LLP, being the Petitioner No. 1 above named ("Transferee LLP"), whereby and where under the Transferor LLPs are proposed to be amalgamated with the Transferee LLP from the Appointed Date, 1st April, 2020 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. Counsel for the Applicants submits as follows:- (a) The Scheme was approved unanimously by the respective Board of Designated Partners of the Petitioner Nos. 1, 2, 3 and 4 at their meetings held on 27th May, 2020 respectively. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er dated 10th December, 2020 in LLP Application (CAA) No. 641/KB/2020, this Tribunal made the following directions with regard to meetings of partners and creditors of under Section 60(1) of the Limited Liability Partnership Act, 2008:- (i) Meetings of Partners dispensed: In view of the consent affidavits of all the partners of the applicant LLPs, annexed to the application, convening and holding of separate meetings of the partners of the Applicant LLPs are dispensed with; (ii) Meetings of Creditors dispensed: There are no secured creditors in the Petitioner No. 1, Petitioner No. 2, Petitioner No. 3 and Petitioner No. 4. Therefore, the meetings of secured of the applicant LLPs are not applicable and dispensed with. There are unsecure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s filed their representations before the Tribunal has filed. 4. The Registrar of Companies, West Bengal has field his affidavit affirmed on 18th June, 2021 ("ROC affidavit"), The observations of the Register of Companies are summarised as under: (a) That it is submitted that on examination of LLPs as available in MCA Portal, it appears that all the petitioners LLPs are up-dated in filing their statutory returns including Annual Returns and statement of Accounts and Solvency. Further no prosecution has been launched and/or is pending against the Petitioners LLPs. (b) That it is submitted that no Complaint and/or representation against the Proposed Scheme of Amalgamation between the Petitioners LLPs has been received. (c) That it is su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned in paragraph 1 of the petition, being Annexure "A" hereto, be and is hereby sanctioned by this Tribunal to be binding with effect from 1st April, 2020. ("Appointed Date") on MAXIM VYAPAR LLP, CROMEX MERCANTILE LLP and IGLOO VANIJYA LLP ("Transferor LLPs") and OMEGA VINIMAY LLP ("Transferee LLP"), their respective partners and creditors and all concerned; (b) all the property, rights and powers of the Transferor LLPs, including those described in the Schedule of Assets herein, be transferred from the said Appointed Date, without further act or deed, to the Transferee LLP and, accordingly, the same shall be transferred to and vest in the Transferee LLP for all the estate and interest of the Transferor LLPs therein but subject neverthele ..... X X X X Extracts X X X X X X X X Extracts X X X X
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