9911796707
TMI Blog2016 (6) TMI 1060X X X X Extracts X X X X X X X X Extracts X X X X ..... yers in terms of paragraph 16 (a) of the Company Petitions No. 177, 178 and 179 of 2016 are hereby granted. - COMPANY PETITION NO. 177 of 2016 In COMPANY APPLICATION NO. 214 of 2016 With COMPANY PETITION NO. 178 of 2016 In COMPANY APPLICATION NO. 215 of 2016 With COMPANY PETITION NO. 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 n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 28th April 2016 passed in Company Application No. 215 of 2016, the 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 Secured Creditors. 4. The substantive petitions for the sanction of the scheme were filed by the Petitioner Companies which were admitted on 4th May 2016. The notice for the hearing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rds 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. Notice of the petition have been served upon the Central Govt. and Mr. Kshitij Amin, learned counsel appearing for the Central Government, appear for Mr. Devang Vyas, learned additional solicitor general. An affidavit dt. 14th June 2016 has been filed by Mr. Shambhu Kumar Agarwal, the Regional Director, NorthWestern Region, Ministry of Corporate Affairs, whereby some observations are made. 7. Attention of this court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... makes it clear that there is a clear columnar bifurcation with regard to the Demerged Undertaking, viz. Treasury Business Undertaking which is proposed to be demerged and transferred to the Resulting Company. (iv) The observation of the Regional Director made vide para 2(f) pertains to the letter dated 18th May 2016 sent by the Regional Director to the Income Tax Department to invite their objections, if any. Since no response is received from the said department and the statutory period of 15 days as envisaged by the relevant circular of the Ministry of Corporate Affairs is over, it 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 applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany. The same may be paid to the Office of the Official Liquidator. 11. The petitioner companies are further directed to lodge a copy of this order, the detailed schedule of immovable assets of the Demerged Undertaking of the Demerged Company viz. Treasury Business Undertaking of Blue Tex Private Limited as well as that of the Residue Undertaking of the Transferor Company and the Scheme duly authenticated by the Registrar, High Court of Gujarat, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty, if any, on the same within 60 days from the date of the order. 12. The Petitioner companies are directed to file a copy of this order alongwith a copy of the scheme with the concerned Registrar of Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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