IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.638 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.620 OF 2011 INMARCO INDUSTRIES PRIVATE LIMITED … Petitioner / Demerged Company AND COMPANY SCHEME PETITION NO.639 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.621 OF 2011 JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED … Petitioner / Resulting Company In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to section 394 of the Companies Act, 1956 AND In the matter of INMARCO INDUSTRIES PRIVATE LIMITED AND In the matter of: SCHEME OF ARRANGEMENT BETWEEN INMARCO INDUSTRIES PRIVATE LIMITED … Demerged Company AND JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED … Resulting Company For demerger and transfer of the Manufacturing Trading and Commission Business of Fluid Sealing Products of INMARCO INDUSTRIES PRIVATE LIMITED into JAMES WALKER INMARCO INDUSTRIES PRIVATE LIMITED 2 Mr. Naserali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Petitioners in both Petitions. Mr. C.J. Joy and Mr. M. S. Bhardwaj i/b. Mr. H.P. Chaturvedi for Regional Director in both the Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 2nd December, 2011 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between Inmarco Industries Private Limited, the Demerged Company and James Walker Inmarco Industries Private Limited, the Resulting Company and their respective shareholders and creditors for the Demerger and transfer of the Manufacturing Trading and Commission Business of Fluid Sealing Products of Inmarco Industries Private Limited into James Walker Inmarco Industries Private Limited. 3. The Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 3 1956, and the Rules made thereunder. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that save and except as stated in paragraph 6, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of his Affidavit, the Regional Director has stated that:- “That the Deponent further submits that, as per clause 20 of the scheme, the authorized share capital of Resulting Company shall be increased from 5,00,00,000/- to Rs 5,50,00,000/-. In this connection the Resulting Company may be directed to comply with provision of section 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms.” 5. So far as the objection raised by the Regional Director in paragraph 6 of the Affidavit is concerned, the Resulting Company through its Counsel undertakes to comply with the provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted. 4 6. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.638 of 2011 and Company Scheme Petition No.639 of 2011 are made absolute in terms of prayer in clauses (a) to (i) of the respective Petitions. 8. The Resulting Company to lodge a copy of this order and the scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 9. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 10. The Petitioner Companies in both the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 5 12. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J.)