Court approves Demerger Scheme as beneficial, binds petitionerCompany, creditors, and members. Order effective from 1st April 2016.

The court sanctioned the Scheme of Demerger, finding it in the interest of the company and its members, without prejudice to public interest. The Scheme was declared binding on the petitionerCompany, its members, creditors, and all concerned parties, effective from 1st April 2016. The petitionerCompany was directed to provide a certified copy of the order to the Registrar of Companies for registration. Parties were allowed to seek further directions on the Scheme, and a cost of &8377;10,000 was awarded to Mr. Devang Vyas, the learned Additional Solicitor General of India.

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Issues:
Petition for sanction of a Scheme of demerger involving two undertakings. Compliance with Income Tax Act and rules. Disclosure of assets and liabilities. Sanctioning of the Scheme of Demerger.

Analysis:
The petition was filed for the sanction of a Scheme of demerger involving two undertakings of the Demerged Company. The court noted that the requirement of holding meetings of shareholders and unsecured creditors was dispensed with due to written consents received. The meeting of the only secured creditor, State Bank of India, was held, and consent was obtained. The petition was admitted, and no objections were raised post-publication. A common affidavit highlighted the need for compliance with the Income Tax Act and rules, urging clear disclosure of all assets and liabilities proposed for transfer. The petitioner responded, stating no current income tax demands exist and ensuring the discharge of any future tax liabilities. The court found the Regional Director's observations did not hinder sanctioning the Scheme, as the petitioner's affidavits addressed the concerns, and no other objections were raised.

The court concluded that the Scheme of Demerger was in the interest of the company and its members, not prejudicial to public interest. Accordingly, the court sanctioned the Scheme, declaring it binding on the petitionerCompany, its members, creditors, and all concerned parties, effective from the appointed date of 1st April 2016. The court ordered the petitionerCompany to deliver a certified copy of the order to the Registrar of Companies for registration. Parties involved were granted liberty to seek necessary directions regarding the Scheme. Additionally, a cost of &8377; 10,000 was awarded to Mr. Devang Vyas, the learned Additional Solicitor General of India.

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