IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.556 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.15 OF 2009 Online Distribution Services Limited …Petitioner/Transferor Company WITH COMPANY PETITION NO.557 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.16 OF 2009 Essar Telecom Holdings Overseas Private Limited …Petitioner/Transferee Company In the matter of Scheme of Amalgamation of Online Distribution Services Limited with Essar Telecom Holdings Overseas Private Limited and their respective shareholders and creditors. Mr. Amish Shroff i/b Rajani Associates for the Petitioners Mr. M. Chandanamuthu, Dy. Official Liquidator, in CP No.556 of 2009 Mr. C. J. Joy, Ms. Neeta Masurkar and Mr. S. D. Bhosle i/b Mr. S. K. Mohopatra for the Regional Director in both the Petitions. CORAM: S. J. Kathawalla, J. DATE: 4th September, 2009 PC: 1. Heard learned counsel for the Parties. 1 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Online Distribution Services Limited, the Transferor Company with Essar Telecom Holdings Overseas Private Limited, the Transferee Company and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this 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 thereunder. 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. The Official Liquidator has filed an Affidavit in Company Petition No.556 of 2009 stating therein that the affairs of the Transferor Company has been conducted in a proper manner and the Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable. 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 and the Official Liquidator has stated that the affairs of the Transferor Company has been conducted in a proper manner. 2 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.556 of 2009 and 557 of 2009 filed by the Transferor and the Transferee Company respectively are made absolute in terms of prayer clauses (a) to (i) of the respective Petitions. 8. The Petitioner Company 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 Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioner in the Company Petition No.556 of 2009 filed by the Transferor Company to the Official Liquidator towards costs. Transferor Company to pay an amount of Rs.7500/-. Costs to be paid within four weeks from today. 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 3