- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.550 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.627 OF 2008 In the matter of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956; And In the matter of Essar Investments Limited; And In the matter of the Scheme of Arrangement between Essar Projects Limited and Essar Investments Limited and their respective shareholders and creditors. Essar Investments Limited …Petitioner/Resulting Company CORAM: S.A.BOBDE, J. DATE: September 19, 2008 Mr. Amish Shroff i/b Rajani Associates for the Petitioner Company. Mr. C.J. Joy with Ms. Neeta Masurkar i/b Mr.S.K. Mohopatra for the Regional Director. PC: 1. Heard learned Counsel for the Parties. - 2 - 2. The sanction of this Hon’ble Court is sought under Sections 78, 100 to 104 and 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Essar Projects Limited, the Demerged Company and Essar Investments Limited, the Resulting Company and their respective shareholders and creditors. 3. The Registered Office of the Demerged Company is situated at Chennai in the State of Tamil Nadu. The counsel appearing on behalf of the Petitioner states that the said Demerged Company has filed its Petition for sanctioning the said scheme in the High Court of Madras and the High Court of Madras has sanctioned the Scheme of Arrangement vide its order dated 13th August, 2008 passed in Company Petition No.156 of 2008. 4. Counsel appearing on behalf of the Petitioner 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 Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 5. The Regional Director has filed an affidavit and in paragraph 6 of the said affidavit, has directed to furnish the latest financial statement before this Court at the time of hearing. 6. Mr. R Vijay, authorised signatory of the Petitioner, Resulting in the Company Petition No.550 of 2008 has filed in further Affidavit dated September 18, 2008 wherein - 3 - the latest financial statement has been annexed as Exhibit A to the said Affidavit. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not 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. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.550 of 2008 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (f). 9. The Resulting 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. 10. The Petitioner in the Company Petition to pay cost of Rs.7500/- to the Regional Director. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. - 4 - 12. All authorities concerned to act on a copy of this Order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.A.BOBDE, J.)