1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.762 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.906 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 78, 100 to 103 and Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Siltex India Limited (‘First Demerged Company’) And GSR Products Limited (‘First Resulting Company’ or ‘Second Demerged Company’) And Indo International Fertilizers Limited (‘Second Resulting Company’) And their respective shareholders. SILTEX INDIA LIMITED. ...Petitioner Mr. Hemant Sethi /by Hemant Sethi & Co. advocates for Petitioner Mr. D. A. Dube i/b Mr. S. K. Mohapatra for the Regional Director. CORAM : S. J. KATHAWALLA J. DATE: 16th October 2009 P.C.: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between Siltex India Limited, Petitioner /‘First Demerged Company’ And GSR Products Limited, the ‘First Resulting Company’ or ‘Second Demerged Company’ And Indo International Fertilizers Limited, the ‘Second Resulting Company’ And their respective shareholders. 3. The present Petition is filed by the Petitioner Company which is the first Demerged Company. The Counsel appearing on behalf of the Petitioner submits that Applications on behalf of GSR Products Limited (‘First Resulting Company’ or ‘Second Demerged Company’) And Indo International Fertilizers Limited (‘Second Resulting Company’) has been admitted by the Andhra Pradesh High Court. 4. Counsel appearing on behalf of the Petitioner has 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. 5. The Regional Director has filed his affidavit in reply and has stated that the Scheme does not appear to be prejudicial to the interest of Shareholders and public. 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) to (d). 3 8. The Petitioner Company to lodge copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (OS), Bombay, with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 60 days from the date of Order. 9. The Petitioner to pay cost of Rs.7500/- each to the Regional Director. 10. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order, form of minutes and the Scheme duly authenticated by Company Registrar, High Court, (O.S) Bombay. (S. J. KATHAWALLA J.)