IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.197 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.189 OF 2010 Varroc Engineering Private Limited.....Petitioner/Demerged Company COMPANY SCHEME PETITION NO.198 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.190 OF 2010 Varroc Polymers Private Limited.......Petitioner/Resulting Company In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 read with Sections 78,100 to 103 of the Companies Act, 1956. AND In the matter of the Scheme of Arrangement between Varroc Engineering Private Limited and Varroc Polymers Private Limited. Mr.Hemant. Sethi i/b Hemant Sethi & Co,Advocates for Petitioner. Mr.Salil.M.Shah i/b Mr. S. K. Mohapatra for Regional Director in both the Petitions. CORAM : S. J. VAZIFDAR,J DATE : 18th JUNE,2010 PC: 1. Heard learned counsel for parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 read with Sections 78,100 to103 of the Companies Act, 1956 to the Scheme of Arrangement between Varroc Engineering Private Limited, the Demerged/Transferor Company and Varroc Polymers Private Limited, the Resulting/Transferee Company. 3. The Scheme of Arrangement is presented for demerger of Technical Development Centre (TDC) comprising of Product & Tool Development and Tool Manufacturing of Varroc Engineering Private Limited into Varroc Polymers Private Limited and reduction and utilisation of Securities Premium Account of Rs 300 Lacs of Varroc Engineering Private Limited pursuant to provisions of Sections 78 and 100 to 103 of the Companies Act,1956. 4. Counsel appearing on behalf of the Petitioner have 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, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 3 5. The Regional Director has filed affidavit stating therein that, the scheme does not appear to be prejudicial to the interest of shareholders and public. 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. There is no objection to the Scheme of Arrangement and since all the requisite statutory compliances have been fulfilled the Scheme of Arrangement deserved to be sanctioned. Hence, Company Scheme Petition No.197 of 2010 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (g) and Company Scheme Petition No. 198 of 2010 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S), Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 60 days of from the date of this Order. 9. The Petitioner in both the Company Scheme Petition to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai .Costs to be paid within four weeks from today. 4 10. Petitioner in Company Scheme Petition No. 197 of 2010 to publish notice of registration of order and minutes of reduction of Securities Premium Account by Registrar of Companies once each in the two local newspapers viz., “Lokmat Times” in English and “Lokmat” in Marathi both circulating in Aurangabad and in the Maharashtra Government Gazette within 30 days of registration aforesaid. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with scheme (in case of Company Scheme Petition No.197 & 198 of 2010) and form of minutes (annexed to Company Scheme Petition No.197 of 2010 being Exhibit “E”) duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S. J. VAZIFDAR, J)