BLUE TEX PRIVATE LIMITED Vs. STATE

JUDGEMENT

(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 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 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 Demerged Company. The Petitions give in detail the benefits envisaged as a result of the said Scheme.

(3.) It Has Been Submitted That Vide The Order Dated 28th April 2016 passed in Company Application No. 214 of 2016, meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Demerged Company were dispensed with in view of the consent letters from all of them being placed on record. Vide the order dated 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.