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2025 Supreme(Online)(NCLT) 685

NATIONAL COMPANY LAW TRIBUNAL
SH. HARNAM SINGH THAKUR, SH. SHISHIR AGARWAL, JJ
M/S JUST4KIDS SERVICES PRIVATE LIMITED – Appellant
Versus
M/S FUSION COSMECEUTICS PRIVATE LIMITED – Respondent


Advocates:
For the Appellants/Petitioners: Mr. Deepak Suri, Mr. K V Singhal, Mr. Sanjeev Jain
For the Respondents: Mr. Krishan Paul Dutt, Mr. Edward Augustine George, Mr. Yogesh Putney

Table of Content
1. introduction of the companies involved (Para 1 , 2 , 3 , 4 , 5)
2. first motion application and amendments (Para 6 , 7 , 8)
3. issuance of notices and compliance (Para 10 , 11)
4. reports from authorities with no objections (Para 12 , 13 , 14 , 15 , 16)
5. final order and sanction of the scheme (Para 17 , 18 , 19 , 20 , 21 , 22)

ORDER

PER: SH. HARNAM SINGH THAKUR, M(J) & SH. SHISHIR AGARWAL, M(T)

The captioned petition for second motion is preferred by the Petitioner Transferor Company under Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements, and Amalgamations) Rules, 2016 for approval of the Composite Scheme of Amalgamation (hereinafter referred to as ‘Scheme’), as contemplated between the Companies and its Shareholders. A copy of the Scheme has been placed on record as Annexure P-1 in the Petition.

2. Just4kids Private Limited (hereinafter, referred to asthe Petitioner Transferor Company”), having CIN U80302HR2010PTC107239 issued from the Registrar of Companies “RoC” of Delhi and Haryana, is a company incorporated on 3rd June 2010, under the Companies Act, 1956. The Petitioner Transferor Company’s registered office is at 1

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