-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.303 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.286 OF 2008 Essar House Services Limited …Petitioner/Transferor Company WITH COMPANY PETITION NO.304 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.287 OF 2008 Evergrowth Infrastructure Services Limited …Petitioner/Transferee Company In the matter of Scheme of Amalgamation of Essar House Services Limited with Evergrowth Infrastructure Services Limited and their respective shareholders and creditors. Mr. Amish Shroff i/b Rajani Associates for the Petitioners. Mr.S.Ramakantha, Dy. Official Liquidator, in CP No.303 of 2008. Mr.C.J.Joy and Mr.S.D.Bhosale i/b Mr.S.K. Mohopatra for the Regional Director in both the Petitions. CORAM: S.A.Bobde, J. DATE: 29th August, 2008 -: 2 :- PC: 1. Heard learned counsel for the Parties. 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 Essar House Services Limited, the Transferor Company with Evergrowth Infrastructure Services 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 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 and in paragraph 6 of the said affidavit, he has sought certain clarifications from the Petitioner Companies with regard to the clear position about the ''Share Entitlement Ratio'' . 5. Mr. R Vijay, authorised signatory of the Petitioner, Transferee Company in the Company Petition No.304 of 2008 has filed an Affidavit dated 5th August, 2008 wherein necessary clarification has been given. 6. In view of the explanation given in the said Affidavit dated 5th August, 2008, Mr. Rakesh Chandra, the Regional Director, has -: 3 :- filed his Further Affidavit dated 28th August, 2008. The Regional Director submits that the contention and clarifications made in the Affidavit dated 5th August, 2008 in respect of ' ' Share Entitlement Ratio'' between the Transferor Company and the Transferee Company are satisfactory. In view of the above, the Regional Director finds that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 7. The Official Liquidator has filed an Affidavit in report in Company Petition No.303 of 2008 stating that the affairs of the Transferor Company has been conducted in a proper manner and the Transferor Company may be ordered to be dissolved. 8. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and neither violates any provisions of law and nor 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 creditors and public and the Official Liquidator has stated that the affairs of the Transferor Company has been conducted in a proper manner. 9. There is no objection to the Scheme, save and except as stated in paragraph 4 herein and since all the requisite statutory compliances have been fulfilled, Company Petition No.303 of 2008 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (h) and that the Company Petition -: 4 :- No.304 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (j). 10. The Petitioner Company to lodge a copy of this Order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the Order. 11. The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director and to the Official Liquidator by the Petitioner in the Company Petition No.303 of 2008 filed by the Transferor Company. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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.A.Bobde, J.)