2016 (6) TMI 1060

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....of this court to a Composite Scheme of Arrangement in the nature of Demerger and Transfer of the demerged Undertaking viz. Treasury Business Undertaking of Blue Tex Private Limited (erstwhile Blue Coat Private Limited) to Comitas EBusiness Solutions Private Limited and amalgamation of the Residue Undertaking of Blue Tex Private Limited with Cyan Chemicals Private Limited, proposed under section 391 to 394 of the Companies Act, 1956. 2. It has been submitted that all the three companies belong to the same group of management. Blue Tex Private Limited, the Petitioner Demerged/ Transferor Company is mainly engaged in business of trading of textile chemicals. It also undertakes Treasury business. Comitas EBusiness Private Limited, the Result....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....h were admitted on 4th May 2016. The notice for the hearing of the petitions were duly advertised in the newspapers 'Indian Express', English daily and 'Sandesh', Gujarati daily both Ahmedabad editions of 17th May 2016 and the publication in the Government gazette was dispensed with as directed in the said orders. Affidavits dt. 21st June 2016 confirm the same. No one has come forward 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 ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....y some observations are made. 7. Attention of this court is drawn to the Additional Affidavit dated 21st June 2016, filed by Mr. Milan H. 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 envisaged under Clause 20.3 of the Scheme. In this regard, it has been submitted that as envisaged under cla....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

..... 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 confirmed that it has no other objection except the above. 8. 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, I am satisfied that the observations made by the Regional Director, Ministry of....