IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 338 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 246 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Petition under Sections 391 to 394, of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation between Essar Project Management Consultants Limited and Essar Projects (India) Limited. Essar Project Management Consultants Limited …Petitioner AND COMPANY SCHEME PETITION NO. 339 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 247 OF 2011 Essar Projects (India) Limited …Petitioner Ms. Sowmya Srikrishna with Mr. Tapan Deshpande, Advocates instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Petitioner. Mr. D.A.Dubey i/b. Mr. H.P.Chaturvedi for the Regional Director in both Petitions. 2 Dr. T.Pandian, Dy. Official Liquidator present in C.S.P. No. 338 of 2011 Coram : S. C. Dharmadhikari, J Date : 26th August, 2011 PC: 1. Heard learned Counsel for the Parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation between Essar Project Management Consultants Limited, the Transferor Company and Essar Projects (India) Limited the Transferee Company, under Sections 391 to 394 of the Companies Act, 1956. 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 this Court and they have filed necessary Affidavits of compliance in the Court. The Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertakings are accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit it is stated that: “6. That the Deponent further submits that, the whole of the equity share capital of the Transferor and Transferee Company are held by Foreign Body Corporate. In this connection the Transferor and Transferee Company may be directed to comply with FEMA/RBI regulations as applicable while giving effect to the scheme.” 3 5. As regards objections set out in paragraph 6 of the said Affidavit is concerned, the Petitioner through its counsel undertakes to comply with FEMA/RBI Regulations as applicable while giving effect to the scheme. The undertaking is accepted. 6. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the 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 public policy. None of the parties concerned have come forward to oppose the Scheme. 8. Since all requisite statutory compliance have been fulfilled, Company Scheme Petition No. 338 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (g) of the said Petition and Company Scheme Petition No. 339 of 2011 filed by the Transferee Company is made absolute in terms of prayers clauses (a) to (f) of the said Petition 9. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High (O.S.), Bombay, with the concerned Superintendent of Stamps, for purposes of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10. The Petitioner Companies in both the above Company Scheme Petitions to pay costs of Rs. 10,000/- each respectively, to the Regional Director and the Petitioner in Company Scheme Petition No. 338 of 2008 to pay a sum of Rs. 10,000/- to the Official Liquidator, High Court Bombay. Costs to be paid within four weeks from the date of the order. 4 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme attached thereto, duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari, J)