IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.819 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1329 OF 2008 Joglekar Refractories and Ceramics Private Limited …Demerged/Transferor Company With COMPANY PETITION NO.820 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1328 OF 2008 Sumarth Refractories Private Limited ..Resulting/Transferee Company In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to section 394 of the Companies Act, 1956 AND In the matter of Joglekar Refractories and Ceramics Private Limited AND In the matter of SCHEME OF ARRANGEMENT BETWEEN JOGLEKAR REFRACTORIES AND CERAMICS PRIVATE LIMITED … Transferor / Demerged Company AND SUMARTH REFRACTORIES PRIVATE LIMITED …Transferee/Resulting Company and their respective Shareholders and Creditors for demerger and transfer of Commission Business (Division) of Joglekar Refractories and Ceramics Private Limited into Sumarth Refractories Private Limited Mr. H. N. Thakore a/w Rizvi NaserAli i/by M/s. Thakore Jariwala & Associates, Advocates for the Petitioners. Ms. Neeta Masurkar a/w P. Khosla and Mr. C. J. Joy i/b S. K. Mohopatra Joy for Regional Director in both the Petitions. CORAM: A. M. KHANWILKAR J. DATE: 21 st November 2008 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Arrangement between Joglekar Refractories and Ceramics Private Limited, the Demerged/Transferor Company and Sumarth Refractories Private Limited, the Resulting/Transferee Company. 3. Counsel appearing on behalf of the Petitioner 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 Company also undertake to comply with all statutory requirements, if any, as required under the Companies Act 1956 and the Rules made thereunder. 2 4. The Regional Director has filed Affidavit stating wherein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and the Public. 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 5A. The Petitioner / Transferor Company has received letter dated 11 th October 2008 from Tata Refractories Limited, an unsecured Creditors for clearance of its dues. However, since the Transferee Company or the Transferor Company is not dissolved by the present Scheme of Arrangement / Demerger, interest of the Creditor will not be affected. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.819 of 2008 and 820 of 2008 are made absolute in terms of prayer clauses (a) to (i). 7. The 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 3 same within 30 days of obtaining the authenticated and/or certified copy of the order. 8. The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. Costs to be paid within four weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. 10. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4