-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.622 OF 2008 In COMPANY PETITION NO.805 OF 2007 CONNECTED WITH COMPANY APPLICATION NO.789 OF 2007 Pidilite Industries Limited : Applicant/ Petitioner Company V/s. The Regional Director, Western Region, Ministry of Company Affairs & Anr. : Respondents ... Mr.Virag Tulzapurkar with Mr.Kunal Vajani i/b. Wadia Ghandy & Co., for the applicant. Mr.C.J.Joy i/b. S.K.Mohapatra, R.D. ... CORAM : S.A.BOBDE, J. DATE : JULY 17, 2008. P.C. 1. This is an application by Pidilite Industries Limited for a clarification that they are not required to separately comply with the provisions of sections 94 and 97 read with Schedule X of the Companies Act, 1956 whereunder they have been ordered to pay an amount on the -: 2 :- increase of the authorised capital of the applicant in pursuance of the scheme sanctioned by this Court. This Court permitted amalgamation whereby the unit of Vinyl Chemicals (India) Ltd. was merged with Pidilite Industries Limited. The relevant clause of the sanctioned scheme is as follows:- "13 a) Upon the allotment of shares as specified in Clause 12 hereof, the issued, subscribed and paid up share capital of Vinyl shall stand reduced from the present sum of Rs.18,33,71,110/- (presently divided into 1,83,37,111 fully paid equity shares of Rs.10/- each) to Rs.1,83,37,111/- comprising 1,83,37,111 equity shares of Rs.1/- each fully paid and the amount of such reduction shall be dealt with in accordance with the provisions specified in Clause 18 hereof. b) As a sequel to such reduction in the issued; subscribed and paid up share capital of Vinyl, Vinyl’s Authorised share capital shall stand reduced by the -: 3 :- amount of such reduction, the reduced share capital of Vinyl also having the par value of Rs.1/- (Rupee one only) each. c) Concurrently with the reduction in the Authorised share capital of Vinyl as aforesaid, Pidilite’s Authorised share capital shall stand increased by the amount of reduction specified in sub-clause (b) hereof, the increased number of shares of Pidilite also having the par value of Rs.1/- (Rupee One only) each." Thus, as is usual in such cases, as a sequel to the merger, the authorised share capital of the transferor stood reduced and correspondingly, the transferee company’s authorised share capital stood increased by the same amount. 2. Upon such transfer, the R.O.C. has demanded that the applicant-company should comply with Schedule X and pay fees for such transfer; though the law is clear, vide You Telecom India P. Ltd., In Re [2008] 141 Comp Cas 43 (Bom), that the authorised share capital of the -: 4 :- transferee company was an amalgam of the authorised share capital of the transferor and transferee companies upon which the requisite fees had already been paid and so there was no occasion for the payment of a separate set of fees upon transfer resulting from amalgamation. The learned counsel for the Regional Director, however, submits that though the authorised share capital of the transferor-company has been transferred to the transferee i.e. Pidilite Industries Limited, there is a transfer of the authorised share capital by the transferor company Vinyl Chemicals (India) Limited, that transfer has not resulted in amalgamation or increase in the authorised share capital of Pidilite Industries because the transferred capital has not been added to the authorised share capital of Pidilite Industries. The learned counsel has not been able to point out any statement in the affidavit of the Regional Director in this respect. In any case, there is no merit in this contention. It is clear from the scheme sanctioned by this Court that the amount by which the authorised share capital of the transferor-company was reduced as the amount by which the authorised share capital of Pidilite Industries Limited was increased. 3. In this view of the matter, the Company Application is allowed in terms of prayer clauses (a) and (b). -: 5 :- S.A. BOBDE, J.