1. - This petition has been filed under Section 391(2) and 394 of the Companies Act, 1956 (hereinafter "the Act of 1956") to obtain sanction of this Court to the scheme of arrangement where under the Gujarat Poly-fils division (hereinafter "GPF") a unit of Modern Insulators Limited (hereinafter the demerged company) is to be hived off and transferred to Modern Polytex Limited (hereinafter "the resulting company).

2. The demerged Company was duly incorporated under the Act of 1956 on 01.05.1982 vide Certificate of Incorporation No.2460 of 1982-83 and has its registered office at A-4, Vijay Path, Tilak Nagar, Jaipur, Rajasthan. Its authorised share capital as on 31.03.2012 was Rs.3,000/- lacs divided into 2,50,00,000 equity shares of Rs.10/- each and 5,00,000/- preference shares of Rs.100/- each. Its issued, subscribed & paid-up share capital as on the said date was Rs.2,174.35/- lacs divided into 2,17,43,500/- equity shares of Rs.10/- each. Its main objects as set out in the Memorandum of Association are as under :

1. To carry on all or any of the business of manufacturers, producers, processors, importers, exporters, buyers, sellers and dealers in all kind of high-tension or