TMI Blog2021 (9) TMI 171X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. Pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, the Board of Directors of the respective Applicant Companies has proposed the Scheme of Amalgamation whereby Yezdi Decor Private Limited (Transferor Company No. 1), and De Gros International Limited (Transferor Company No. 2) are going to merge into Krantz Hermitage Private Limited (Transferee Company), with effect from 01.04.2020, being the appointed date. 2. The Transferee Company, KRANTZ HERMITAGE PRIVATE LIMITED, (FORMERLY KONARK TRASALES AND FINANCE PVT. LTD.) (CIN NO: U74110WB1995PTC072698 and having PAN No. AACCK1496M) was originally incorporated on the 7th day of July, 1995 as a Company lim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Objects of the Transferor Company No. 1 are set out in Clause III (A1) of its Memorandum of Association, and is authorized to amalgamate vide Clause III (B20) of its Memorandum of Association. At present the Company is engaged in the business as manufacturers, dealers, buyers, sellers of rubberized coir, mattress, cushions and other products made partly or wholly of coir, synthetic or natural rubber. 4. The Transferor Company No. 2, DE GROS INTERNATIONAL LIMITED, (FORMERLY TOBU INTERNATIONAL LIMITED) (CIN NO: U51909WB1995PLC074941 and having PAN No. AABCT8949H) was originally incorporated on the 18th October, 1995 as a Company limited by shares under the provisions of the Companies Act, 1956. The Registered Office of the Company is sit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ficiency, to streamline administration of the Companies and in the overall interest of future growth and diversification of the business of the Companies the present Scheme is proposed to amalgamate the Transferors Companies with the Transferee Company. The Scheme will be complimentary to the companies for their mutual benefit and interest. 9. It has been submitted in the application that the proposed Scheme will result in economies of scale, reduction in overheads and other expenses, and reduction in administrative procedural work, elimination of duplication of work, better and more productive and effective utilization of the combined resources of all the companies and will enable the amalgamated companies to effect internal economies a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the shareholders of the Applicant companies, convening and holding of the meetings of the shareholders of the Applicant Companies be dispensed with. 15. The consent letters in form of affidavit received from the shareholders of the applicant companies are annexed with the application and collectively marked as Annexure A-8 . 16. It has been submitted in the Application that there is no Secured or Unsecured Creditors in the Applicant Companies as per the certificate provided by the Auditor which has been annexed with the application and marked as Annexure 'A-9 . 17. The respective Auditors of the Applicant Companies have certified that there are no secured and unsecured creditors in the Applicant Companies. 18. It has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Assessing Officer along with the Chief Commissioner of Income-Tax with PAN Numbers of the Applicant Companies through E-Mail and by Speed Post, both, as also on the Official Liquidator, High Court, Calcutta, having juris ..... X X X X Extracts X X X X X X X X Extracts X X X X
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