1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 276 OF 2008 CONNECTED WITH COMPANY APPLICATION NO 90 OF 2008 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with 78,100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of SPL POLYMERS LIMITED with SUPREME PETROCHEM LIMITED SUPREME PETROCHEM LIMITED .........Petitioner Company Mr. Rajesh Shah with ketki Lotankar i/b Little & Co. for the Petitioner. i/b C.J.Joy and Ms.Anamika Malhotra for R.D. in C.P. No. 976 of 2008 CORAM: S. C. Dharmadhikari, J. DATE : 6th June, 2008 PC: 1. Heard learned counsel for the parties. 2 2. The sanction of the court is sought to a Scheme of Amalgamation under sections 391 to 394 of the Companies Act,1956. The registered offices of SPL Polymers Limited the Transferor Company is situated at Chennai and the sanction of the court is hence sought subject to the approval of the Scheme by the High Court of Judicature at Madras. 3. Counsel appearing on behalf of the Petitioner have stated that they have complied with all requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the rules made thereunder. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. Upon perusal of the entire material placed on records, 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 has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of share holders, creditors and the public. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 276 of 2008 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (i). 3 6. The Petitioner Company to lodge a 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 certified copy and/or an authenticated copy of the order 7. The Petitioner to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order alongwith Scheme duly authenticated by the Registry. (S. C. Dharmadhikari, J.)