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2025 Supreme(Online)(NCLT) 1696

NATIONAL COMPANY LAW TRIBUNAL
ALANKAR SHOPPERS LLP VS
C.A.(CAA) - 2/2025



Advocates:
For the Petitioner:CA Gopal Kumar Khetan

KOLKATA

An application under Sections 60 to 62 of the Limited Liability Partnership

Act, 2008 read with Rule 35 of the Limited Liability Partnership Rules, 2009

IN THE MATTER OF:

A Scheme of Amalgamation of (First Motion):

DHANPRAYAG VINCOM LLP, bearing LLPIN: AAD-6902, a LLP incorporated under the provisions of Limited Liability Partnership Act, 2008, on March 31, 2015, having its registered office at 18 Rabindra Sarani, Poddar Court, 3rd

Gate, 5th Floor, Lalbazar, Kolkata, West Bengal, India- 700001.

…… Transferor LLP No. 1

And

HARSHITA FINANCIAL ADVISORY LLP, bearing LLPIN: AAD-6903, a LLP incorporated under the provisions of Limited Liability Partnership Act, 2008, on March 31, 2015 having its registered office at 18 Rabindra Sarani, Poddar

Court, 3rd Gate, 5th Floor, Lalbazar, Kolkata, West Bengal, India-700001.

…… Transferor LLP No. 2

And

KAUSHAL TRACOM LLP, bearing LLPIN: AAD-6909, a LLP incorporated under the provisions of Limited Liability Partnership Act, 2008, on March 31, 2015, having its registered office at 18 Rabindra Sarani , Poddar Court, 3rd

Gate, 5th Floor, Lalbazar, Kolkata, West Bengal, India- 700001.

…… Transferor LLP No. 3

And

SWARNIM DEALTRADE LLP, bear ing LLPIN No. AAD-6904, a LLP incorporated under the provisions of Limited Liability Partnership Act, 2008, on March 31, 2015, having its registered office at 18 Rabindra Sarani, Poddar Court, 3rd Gate, 5th Floor, Lalbazar, Kolkata, West Bengal, India- 700001.

..…. Transferor LLP No. 4 With ALANKAR SHOPPERS LLP, bearing LLPIN: AAD-6901, a LLP incorporated under the provisions of Limited Liability Partnership Act, 2008, on March 31, 2015, having its registered office at 18 Rabindra Sarani , Poddar Court, Gate No - 3, 5th Floor, Lalbazar, Kolkata, West Bengal, India, 700001.

……….. Transferee LLP IN THE MATTER OF:

1. Dhanprayag Vincom LLP

2. Harshita Financial Advisory LLP

3. Kaushal Tracom LLP

4. Swarnim Dealtrade LLP ………APPLICANTS/ TRANSFEROR LLPs

1. Alankar Shoppers LLP …….. APPLICANT/ TRANSFEREE LLP Date of Pronouncement of the Order: 23-01-2025 CORAM :

Smt. Bidisha Banerjee, Hon’ble Member (Judicial)

Smt. Madhu Sinha, Hon’ble Member (Technical)

Ld. Counsel(s) appeared on Record Physically/ through Video Conferencing:

Mr. Gopal Kumar Khetan, PCA For the Applicant

O R D E R

Per: Bidisha Banerjee Hon’ble Member (Judicial) 1. This Court is congregated through hybrid mode.

2. This is an application filed under sections 60 to 62 of the LLP Act, 2008 read with the Rule 35 of the Limited Liability Partnership Rules, 2009 filed by the Applicant LLPs, namely, Dhanprayag Vincom LLP (Transferor LLP No. 1), Harshita Financial Advisory LLP (Transferor LLP No. 2), Kaushal Tracom LLP (Transferor LLP No. 3), Swarnim Dealtrade LLP (Transferor LLP No. 4) with Alankar Shoppers LLP (Transferee LLP), in connection with a proposed Scheme of Amalgamation of the Applicant LLPs ( hereinafter referred as “Scheme”). The copy whereof is annexed with the Application and marked as “Annexure A” from Page number 27 to 52 of the Application. Details of the Applicant LLPs are as follows:

3. The Partners of the Applicant LLPs approved the Scheme of Amalgamation between the Applicant LLPs and their respective partners for amalgamation of the Transferor LLPs with the Transferee LLP, whereby and where under the entire undertaking of the Transferor LLPs together with all assets and liabilities relating thereto as going concerns are proposed to be transferred to and vested in the Transferee LLP on the terms and conditions fully stated in the Scheme of Amalgamation

4. The circumstances which justify and necessitate the said Scheme of Amalgamation are, inter-alia, as follows:

a) This amalgamation will enable the varied business of Transferor LLPs which inter alia includes trading, real estate and other activities to be vested under one entity i.e., the Transferee LLP, thereby, resulting in operational and administrative efficiencies, economies of scale, reduction in inter-LLP transactions and consequently creation of greater v

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