IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.629 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.472 OF 2009 Prajkta Finance and Trading Limited ..Petitioner / First Transferor Company WITH COMPANY PETITION NO.630 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.473 OF 2009 Reclame Commercials and Securities Private Limited ..Petitioner / Second Transferor Company WITH COMPANY PETITION NO.631 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.474 OF 2009 Trikaya Investments Limited ..Petitioner / Third Transferor Company WITH COMPANY PETITION NO.632 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.475 OF 2009 Santa Securities Private Limited ..Petitioner / Fourth Transferor Company WITH 1 COMPANY PETITION NO.633 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.476 OF 2009 Essar Aluminium Orissa Limited ..Petitioner / Fifth Transferor Company WITH COMPANY PETITION NO.634 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.477 OF 2009 Essar Steel Maharashtra Limited ..Petitioner / Sixth Transferor Company WITH COMPANY PETITION NO.635 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.478 OF 2009 Essar Pipeline Limited ..Petitioner / Seventh Transferor Company WITH COMPANY PETITION NO.636 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.479 OF 2009 Essar SEZ Jamnagar Limited ..Petitioner / Eighth Transferor Company WITH COMPANY PETITION NO.637 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.480 OF 2009 Essar Investments Limited ..Petitioner / Transferee Company 2 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Prajkta Finance and Trading Limited and Reclame Commercials and Securities Private Limited and Trikaya Investments Limited and Santa Securities Private Limited And Essar Aluminium Orissa Limited And Essar Steel Maharashtra Limited And Essar Pipeline Limited and Essar SEZ Jamnagar Limited with Essar Investments Limited and their respective shareholders and creditors. Mr. Amish Shroff i/b Rajani Associates for the Petitioners Mr. P. Ramarao, Official Liquidator, in CP No.556 of 2009 Mr. C. J. Joy and Ms. Neeta masurkar i/b Mr. S.K. Mohopatra for the Regional Director in all the Petitions. CORAM: S. J. Kathawalla, J. DATE: 18TH September, 2009 P.C.:- 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 3 Prajkta Finance and Trading Limited and Reclame Commercials and Securities Private Limited and Trikaya Investments Limited and Santa Securities Private Limited and Essar Aluminium Orissa Limited and Essar Steel Maharashtra Limited and Essar Pipeline Limited and Essar SEZ Jamnagar Limited with Essar Investments Limited 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 shareholders and public. 5. The Official Liquidator has filed an Affidavit in Company Petition Nos.629 to 636 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and the Transferor Companies 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 Companies have been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition 4 Nos.629 of 2009 to 637 of 2009 filed by the Transferor Companies and the Transferee Company respectively are made absolute in terms of prayer clauses (a) to (h) of the respective Petitions. 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 60 days from the date of the Order. 9. The Transferee Company, the First Transferor Company, the Second Transferor Company and the Third Transferor Company through their Counsel undertakes to file a copy of Scheme passed by this Hon’ble High Court with the R.B.I. within 30 days from the date of the Order. The said undertaking is accepted. 10. The Petitioners in all the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. Petitioner in the Company Petition Nos.629 of 2009 to 636 of 2009 filed by the Transferor Companies to pay a sum of Rs.7500/- to the Official Liquidator towards its costs. Costs to be paid within four weeks from today. 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 the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5