1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.1070 OF 2008 IN COMPANY APPLICATION NO.1479 OF 2008 Duflon Polymers Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.1071 OF 2008 IN COMPANY APPLICATION NO.1480 OF 2008 Gurukul Online Learning Solutions Pvt.Ltd. .. Petitioner WITH COMPANY PETITION NO.1072 OF 2008 IN COMPANY APPLICATION NO.1481 OF 2008 Exon Solutions Pvt.Ltd. .. Petitioner Mr.Rajesh Shah i/b. Rajesh Shah and Co. for petitioners Mr.C.J.Joy i/b. S.K.Mohapatra for R.D. Mr.S.Ramakanta, Dy.O.L. present. CORAM : S.C.DHARMADHIKARI, J. DATE : 23rd April 2009. P.C. 2 . This is a scheme of demerger and it is stated that by this scheme of arrangement the demerger of E-Learning Division and Examination Division of the petitioner company in Company Petition No.1070 of 2008 with the petitioner in Company Petition No.1071 of 2008 and 1072 of 2008 be sanctioned in exercise of powers conferred on this Court under section 391 and 394 of Companies Act, 1956. It is stated in the petition itself that the scheme is proposed for the reasons set out in paras 16 to 18 of the petition. A copy of the scheme is annexed as Exh.A to the petition. Salient features of the same are set out. The requisite statutory compliances are made. Necessary declarations are also set out in the petitions. It is stated that the scheme does not violate, over-ride or circumscribe any provisions of Companies Act, 1956 and the Rules, Regulations and guidelines under the said Act. It is stated that the remaining business will be continued by the petitioner in Company Petition No.1070 of 3 2008. 2. In the petition it has been set out that requisite steps with regard to meetings have been taken and my attention is invited to the orders and directions in that behalf. Notices have also been issued. 3. An affidavit has been filed by the Regional Director relying upon the report of Registrar of Companies and has stated that the scheme is not prejudicial to the interest of shareholders and public. 4. However, my attention is invited to clause 8.5 of the scheme and it is urged on behalf of the Regional Director that any profits arising out of capital transaction like merger or de-merger ought to be treated as capital profits and will have to be transferred to capital reserves and not general reserves. Mr.Shah after 4 taking instructions makes a statement that the profits shall be treated as capital reserves and will be dealt with accordingly. Statement is accepted. 5. As far as the de-merged company is concerned, my attention is invited to Section 297 of the Act. However, the Regional Director himself has reported that an application under section 621-A of the Companies Act has been filed for compounding the offence. Needless to state that this application will be dealt with in accordance with law. 6. Since the company has made compliance and has also stated that the other compliances would be duly made, Company Petition Nos. 1070 of 2008, Company Petition No.1071 of 2008 and Company Petition No.1072 of 2008 are made absolute in terms of prayer clauses (a) to (i). 5 7. Transferee company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this order. 8. The petitioners in Company Petition Nos. 1070 and 1071 of 2008 shall pay to Regional Director and Official Liquidator, cost of Rs.7500/- each. Petitioner in Company Petition No.1072 of 2008 to pay cost to Official Liquidator at Rs.7500/-. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned to act on an authenticated copy of this order duly authenticated by Company Registrar, High Court, 6 Bombay. (S.C.Dharmadhikari, J)