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TMI Blog2022 (1) TMI 68X X X X Extracts X X X X X X X X Extracts X X X X ..... 6, for sanction of Scheme of Amalgamation of Kumaon Seeds Private Limited (Transferor Company No. 1), Laxmi Estate Developers Private Limited (Transferor Company No. 2), Naini Stock-Invest Private Limited (Transferor Company No. 3), Kumaon Stock Holdings Private Limited (Transferor Company No. 4) and Naini Capital Limited (Transferee Company) and their respective Shareholders and Creditors (hereinafter referred to as "Scheme" or "Scheme of Amalgamation"). 2. The proposed 'Scheme of Amalgamation' has previously been approved by the Board of Directors of the Transferor Companies and the Transferee Company in their respective Board meetings held on 11th November, 2020. 3. The factual position of the Authorized, Issued, Subscribed and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 133 of the Companies Act, 2013, as certified by the Auditors of the Transferor Companies and Transferee Company. 6. It has also been stated in the Petition that no proceedings under Sections 235 to 251 of the Companies Act, 1956, or under Sections 210 to 226 of the Companies Act, 2013, are pending against any of the Transferor Companies and Transferee Company. 7. It has also been stated in the Petition that the Scheme is not prejudicial to the interest of the Shareholders and Creditors of the Transferor Companies and Transferee Company and the Petition is made bona-fide and is in the interest of all the companies and their respective Shareholders and Creditors as a whole and is just and equitable. 8. It has been stated that the Transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany had filed Company Application CA (CAA) No. 8/ALD/2021 seeking directions of this Tribunal to dispense with the requirement of convening meetings of Equity Shareholders, and Creditors of the Transferor Companies and Transferee Company. Accordingly, this Tribunal vide its Order dated 02nd July, 2021, have dispensed with the requirement of convening meetings of Equity Shareholders, and all the Creditors of the Transferor Companies and the Transferee Company. 12. This Tribunal vide its Order dated 13th August 2021 directed to issue notice of hearing in respect of present Company Petition to the Statutory Authorities and also to make paper publication in respect thereof in English Newspaper 'Times of India' and Hindi Newspaper ' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quidator, Ministry of Corporate Affairs, Uttarakhand, Dehradun has also submitted its report through a representation/affidavit, wherein it has stated that the affairs of the Transferor Companies and Transferee Company have not been conducted in a manner prejudicial to the interest of their members or to public interest and that it has no objection to the dissolution of Transferor Companies without winding up pursuant to provisions of Sections 230 and 232 of the Companies Act, 2013 and other applicable sections and rules thereunder. 16. The Income-Tax Department has not filed any representation within 30 days of service of the notice of the Petition. Hence, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8(3) of the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tax, GST or any other charges, if any, are applicable) and payment in accordance with law or in respect to any permission/compliance with any other requirement which may be specifically required under any law. Also, Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 shall stand dissolved without undergoing the process of winding up. 21. The Petitioner Companies shall within thirty(30) days of the date of the receipt of this order cause a certified copy of this order to be delivered to the Registrar of Companies, Uttarakhand, Dehradun for registration. 22. All the concerned Regulatory Authorities to act on a copy of this order annexed with the Scheme duly authenticated by the Registrar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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