2003 (8) TMI 566

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....l Director, Government of India, Ministry of Finance, Department of Company Affairs. These letters are taken on record. 3. These are the petitions filed by the two petitioner companies for sanction of a scheme of arrangement in the nature of demerger and transfer of the manufacturing division of United Phosperous Ltd. (the demerged/ transferor company) with Search Chern Industries Ltd. (the resulting/transferee company) under Section 391 read with Section 394 of the Companies Act, 1956. 4. Both the petitioner companies are public limited companies. The demerged/transferor company (UPL) is engaged in manufacturing of agro-chemicals. The resulting/transferee company (SCIL) is a subsidiary of the UPL. It is also engaged in the manufacturing ....

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....of Gujarat dated August 21, 2003, along with the letters of the Regional Director dated July 3, 2003 and August 13, 2003 indicating that the Central Government has made three observations. These observations are with regard to the clauses of the scheme pertaining to the change in the name of the companies, change in the objects clause of the transferee company and the pending prosecution against the demerged company. 9. I have heard Ms. Swati Saurabh Soparkar, learned advocate for the petitioner companies on these issues. It is submitted by her that the observations pertaining to the clauses of the scheme, it is an accepted position that the scheme under Sections 391 and 394 is a complete code in itself and considering the principle of &qu....