TMI Blog2021 (9) TMI 170X X X X Extracts X X X X X X X X Extracts X X X X ..... tition has been filed under Section 60 to 62 of the Limited Liability Partnership Act 2008 ( Act ) for sanction of the Scheme of Amalgamation of Maxim Vyapaar LLP, being the Petitioner No. 2 above named ( Transferor LLP No. 1 ), Cromex Mercantile LLP, being 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, 2008 against the Petitioner(s). (e) The ratio of profit-sharing in consideration of the Amalgamation has been fixed on a fair and reasonable basis and on the basis of the Report thereon of Mr. Susanta Satpathy ACA of ACS Co., Vide Report Dated 27.05.2020. (f) By an order 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 ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ite for obtaining sanction of the Scheme have been duly complied with by the Petitioners. The Scheme has been made bona fide and is in the interest of all concerned. 3. Pursuant to the said advertisements and notices the Register of Companies, Ministry of Corporate Affairs, West Bengal ( ROC ), has 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 a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsel appearing for the Petitioner, the representative of ROC, West Bengal, Ministry of Corporate Affairs, who appeared and were heard. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:- (a) The Scheme of Amalgamation mentioned 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 Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rar of Companies for registration and on such certified copies being so delivered, the Transferor LLPs shall be dissolved with effect from the date or last of the dates of filing of the certified copies of the order, as aforesaid 1st April, 2020 ( Appointed Date ) and the Registrar of Companies shall place all documents relating to the Transferor LLPs and registered with him on the file kept by him in relation to the Transferee LLP and the files relating to the said companies shall be consolidated accordingly. 8. The Petitioner(s) shall supply legible print out of the scheme and schedule of assets in acceptable form to the Registry and the Registry will append such printout, upon verification, to the certified copy of the order. 9. C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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