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2016 (6) TMI 1060 - GUJARAT HIGH COURT

2016 (6) TMI 1060 - GUJARAT HIGH COURT - TMI - Composite Scheme of Arrangement in the nature of Demerger and Transfer of the demerged Undertaking - Held that:- Considering all the facts and circumstances and taking into account all the contentions raised by the affidavits and reply affidavits, undertakings provided vide the additional affidavit dated 21st June 2016, the observations made by the Regional Director, Ministry of Corporate Affairs, have been suitably addressed and hence do not surviv .....

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179 of 2016 In COMPANY APPLICATION NO. 216 of 2016 - Dated:- 23-6-2016 - MR. R.M.CHHAYA, J. FOR THE PETITIONER : MRS SWATI SOPARKAR, ADVOCATE FOR THE RESPONDENT : MR KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL for MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL COMMON ORAL JUDGMENT 1. These are the petitions filed by three companies for the purpose of obtaining the sanction of this court to a Composite Scheme of Arrangement in the nature of Demerger and Transfer of the demerged Undertaking vi .....

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n business of trading of textile chemicals. It also undertakes Treasury business. Comitas EBusiness Private Limited, the Resulting Company shall undertake the treasury business, upon the scheme being effective. Cyan Chemicals Private Limited, the Transferee Company shall undertake the residue undertaking of Blue Tex Private Limited. The proposed Scheme of Arrangement is proposed to streamline the current organization structure and realize commercial synergies by segregating the activities of the .....

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meeting of the Equity Shareholders of the Resulting Company was dispensed with in view of the consent letters from all of them being placed on record and there being no Secured and/or Unsecured Creditors. Similarly vide the order dated 28th April 2016 passed in Company Application No. 216 of 2016, the meetings of the Equity Shareholders and Unsecured Creditors of the Transferee Company were dispensed with in view of the consent letters from all of them being placed on record and there being no S .....

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orward with any objections to the said petitions even after the publication and the same has been further confirmed by the additional affidavit dated 21st June 2016. 5. Notice of the petition has been served upon the Office of the Official Liquidator for the Transferor company. The report dated 20th June 2016 has been filed by the Official Liquidator after taking into account the report of the Chartered Accountant appointed by him out of the panel. It has been observed by the Official Liquidator .....

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as per the provisions of Section 396 (A) of the Companies Act, 1956. Accordingly, the Transferee Company is hereby directed to preserve the books of accounts, papers and records of the Transferor Company and not to dispose of the same without prior permission of the Central Govt. It is hereby further directed that even after the scheme is sanctioned, the Transferor Company shall comply with all the applicable provisions of law and shall not be absolved from any of its statutory liabilities. 6. .....

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Dalal, Director of the Demerged Company whereby all the above issues have been dealt with. I have further heard submissions made by the learned counsel appearing for the Central Govt. and Mrs. Swati Soparkar, learned advocate appearing for the petitioners as follows: (i) It has been submitted that observations made vide para 2(a), (b) and (c) are factual statements and do not require any response. (ii) The observation made vide para 2(d) pertains to Change of Name of the Transferee Company envi .....

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. (iii)The observation made vide para 2(e) pertains to non disclosure of the complete list of the assets and liabilities which are proposed to be demerged and transferred to the Resulting Company. In this regard, it has been submitted that the petitioner Demerged Company has placed on record the Divisional Financial Statement of the Demerged Company with the petition itself as ExhibitB1. Perusal of the same makes it clear that there is a clear columnar bifurcation with regard to the Demerged Und .....

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t can be presumed that the Income Tax dept. has no objection to the proposed scheme of arrangement. The petitioner companies agree to comply with the applicable provisions of the Income Tax Act and rules. In view of the same, no further directions are required to be issued to the petitioner companies in this regard. (v) It has been further submitted that there are no complaints received by the Registrar of Companies as confirmed by para 2(g). The Regional Director has vide para 2(h) has confirme .....

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