Kripa Realtors Llp Vs

Balraj Joshi, Member (Technical)

The instant application has been filed in the first stage of the proceedings under Section 60 to 62 of LIMITED LIABILITY PARTNERSHIP ACT, 2008 (“Act”) read with Limited Liability Partnership Rules for orders and directions with regard to meetings of Partners and Creditors in connection with the Scheme of Amalgamation of Symphony Tie-Up LLP, being the Applicant No.1 above named ("Transferor LLP" or “Applicant No.1”) with Kripa Realtors LLP, being the Applicant No. 2 above named ("Transferee LLP" or “Applicant No. 2”) whereby and where under the Transferor LLP are proposed to be amalgamated with the Transferee LLP from the Appointed Date, viz 1st day of April, 2021 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”).

It is submitted by Ld. Counsel appearing for the Applicant(s) that the Appointed Date is 01st April, 2021.

It is submitted by Ld. Counsel appearing for the Applicant(s) that the Report determining the New Profit Sharing Ratio has been carried out by Mr. Prasanta Kumar Roybarman, a Chartered Accountant having Member No. 013905.

It is submitted by Ld. Counsel that the Applicant(s) have the following classes of Partners and Creditors:

a. Applicant No.1:

Number of Partners- 04 as on 01st April, 2022

Number of Secured Creditors- NIL as on 01st April, 2022

Number of Unsecured Creditors- 02 as on 01st April, 2022

b. Applicant No.2:

Number of Partners - 02 as on 01st April, 2022

Number of Secured Creditors- NIL as on 01st April, 2022

Number of Unsecured Creditors- 03 as on 01st April, 2022.

It is further submitted that all Partners of the Applicant LLPs have already given their consent to the Scheme by way of affidavits which are annexed to the application.

It is further submitted that none of the Applicant LLPs have Secured Creditors as verified by Auditor Certificate which are annexed to the application.

It is further submitted that Unsecured Creditors of Applicant No. 1 & 2 representing 100% in value have already given their consent to the Scheme by way of affidavits which are annexed to the application.

Directions are sought accordingly for dispensing with meeting of Partners of the Applicant LLPs, dispensing with the meeting of Unsecured Creditors of Applicant No. 1 and 2 in view of consent by 100% in value of Unsecured Creditors and for recording that there is no requirement of meeting of Secured Creditors of Applicant LLPs in view of NIL Creditors verified by auditors certificate.

Upon perusing the records and documents in the instant proceedings and considering the submission made on behalf of the Applicant(s), we allow the instant application and make following orders:-

a. Meeting dispensed: Meeting of Partners of the Applicant LLPs, for considering the Scheme are dispensed with in view of all Partners of Applicant LLPs having given their consent to the Scheme by way of affidavits.

Meeting of Unsecured Creditors of Applicant No 1 & 2 for considering the Scheme are dispensed with in view of consent by 100% in value of Unsecured Creditors of Applicant No 1 & 2 having respectively given their consent to the Scheme by way of affidavits.

b. No requirement of Meetings: Secured Creditors of LLPs NIL Creditors verified by auditors certificate.

c. Meetings to be held: No meeting is required to be held.

Notice along with all accompanying documents, including a copy of the aforesaid Scheme shall also be served on the:

a. Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata;

b. Registrar of Companies. West Bengal;

c. Official Liquidator; High Court Calcutta;

d. Income Tax Department having jurisdiction over the Applicant(s);

by sending the same by hand delivery through special messenger, by speed post and by email within two weeks from the date of receiving this order. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days from the date of receipt of the notice with a copy of such representation being simultaneously sent to the Authorised Representative of the said Applicant(s). If no such representation is received by the Tribunal within such period, it shall be presumed that such authorities have no representation to make on the said Scheme of Amalgamation. Such notice shall be sent pursuant to Section 60 of the Limited Liability Partnership Act, 2008 read with Rule 35 of the Limited Liability Partnership with necessary variations, incorporating the directions herein.

The Applicants to file an affidavit proving of service of notices and compliances of all directions contained herein.

The petition for confirmation and sanction of Scheme to be filed within four weeks from the date of service of notices.

The application being Company Application being C.A.(CAA) No. 112/KB/2022 is disposed of accordingly.

Urgent certified copy of this order, if applied or, be supplied to the parties, subject to compliance with all requisite formalities.