1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.58 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.46 OF 2008 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between United Phosphorus Limited and SWAL Corporation Limited and their respective shareholders. SWAL Corporation Limited. ....Petitioner Company Hemant Sethi i/b Hemant Sethi & Co. for Petitioner. Mr. Sudhakar Bhosale i/b Mr. S. K. Mohopatra for Regional Director CORAM: A. M. KHANWILKAR, J DATE: 29th February, 2008 PC: 1. Heard learned counsel for parties. 2. This Scheme of Arrangement is presented pursuant to Sections 391 to 394 read with Section 78 and Sections 100 to 103 and other applicable provisions of the Companies Act, 1956 for the transfer and vesting of ‘Haldia Division’ of SWAL Corporation Limited, the Petitioner/Transferor Company into United Phosphorus Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. It is further stated that in so far as Transferee Company is concerned, necessary application has been filed before the Gujarat High Court. 5. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors, shareholders and public. 2 6. 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. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayer clause (a). 8. The Petitioner to pay cost of Rs. 5000/- to the Regional Director. Cost to be paid within 4 weeks from today. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J)