IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.457 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.538 OF 2009 SAINT-GOBAIN WEBER (INDIA) LIMITED …Petitioner/Transferor Company AND COMPANY PETITION NO.458 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.537 OF 2009 SEPR REFRACTORIES INDIA LIMITED …Petitioner/Transferee Company In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of the Scheme of Amalgamation between SAINT-GOBAIN WEBER (INDIA) LIMITED and SEPR REFRACTORIES INDIA LIMITED. Mr. Cyrus Ardeshir with Ms. Shruti Deshpande i/b Desai and Chinoy for the Petitioners. Ms. Bharti Mahant and Mr. N. D. Sharma i/b Mr. S. K. Mohapatra in both Petitions for the Regional Director. Mr. M. Chandanamuthu, Dy. Official Liquidator in C.P. No.457 of 2009 1 Coram: S. J. KATHAWALLA, J Date : 9th September, 2009 P.C. :- 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 the Scheme of Amalgamation between Saint-Gobain Weber (India) Limited and SEPR Refractories India Limited. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per the directions of the Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and creditors and public. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in proper manner and that the Transferor Company may be ordered to be dissolved. 2 6. 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 have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and public. 7. There is no objection to the Scheme and since all requisite statutory compliances have been fulfilled, Company Petition 457 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (1) to (6) of the said Petition and Company Petition 458 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (1) to (8) of the said Petition. 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar (High Court, Bombay) with the concerned superintendent of stamps for the purpose of adjudication of Stamp duty payable, if any, on the same within 30 days from the date of the Order. 9. The Petitioner Companies in both the above Petitions to pay costs of Rs.7,500/- each respectively, to the Regional Director and the Petitioner in Company Petition No.457 of 2009 to pay a 3 sum of Rs.7,500/- to the Official Liquidator, High Court, Bombay towards its costs. Costs to be paid within four weeks from the date of the order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this order along with Scheme, duly authenticated by the Company Registrar (High Court, Bombay). S. J. KATHAWALLA, J 4