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Take over of all assets & liablities of firm by pvt company

(Querist) 10 August 2011 This query is : Open 
Dear Friends.........

We incorporate a new company with one of object “to take over the all assets and liabilities of a partnership firm and the said partnership firm shall stand dissolve on the date of incorporation of company.” The proposed company incorporated in month of May, 2011. The partnership firm is also a beneficial owner for some shares in one of our Group Company.
Now the query that:-
a. Is it possible firm could be dissolved on the date of incorporation of company who will take over all the assets and liabilities of partnership firm even if the shares held by firm in other company as beneficial holder is not transfer to some one else.
b. What are the compliance have to perform by company whose shares are acquired by partnership firm and is the company is also required to file form 22B under section 187( c).

Please provide your valuable suggestion.......

Thanks......


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