1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.129 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.137 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter Essar Holdings Limited; And In the matter of Scheme of Amalgamation of Essar Holdings Limited with Imperial Consultants and Securities Private Limited and their respective shareholders and creditors. Essar Holdings Limited …Petitioner / Transferor Company Mr. Anshul Gupta i/b Rajani Associates for the Petitioner. Mr. P. Ramarao, Official Liquidator, present. Mr. C. J. Joy i/b Mr. S.K. Mohapatra for the Regional Director in the Petition. CORAM: S.J. Kathawalla, J. DATE: 26th March, 2010 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 Essar Holdings Limited with Imperial Consultants and Securities Private Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner further states that they have complied with all the requirements as per the 2 directions of this Court and they have filed necessary affidavit of compliance in the Court. Moreover, the Petitioner Company undertakes to company 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 save and except as stated in paragraphs 6(a) and (b) of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. In paragraph 6(a) of the said affidavit, the Regional Director has stated that : “The Registered office of the Transferee Company is situated in the State of Tamil Nadu. Hence the Transferee Company has to file a similar petition before the Hon’ble High Court of Tamil Nadu for approving the said Scheme”. 6. So far as the observations made by the Regional Director in Paragraph 6(a) of his affidavit is concerned, counsel appearing for the Petitioner states that the said Transferee Company has filed its Petition for sanctioning the said scheme in the High Court of Madras and the said Petition is pending for hearing before the said Court. 7. In paragraph 6(b) of the said affidavit, the Regional Director has stated that : “The Transferor Company is a Non Banking Finance Company. Hence the Transferor Company maybe directed to file a copy of the 3 Scheme along with the copy of the Scheme along with the copy of this Hon’ble Court’s order on this Petition within 30 days from the date of the order, with the R.B.I”. 8. In reply to the aforesaid objection, the counsel appearing for the Petitioner states that the Petitioner undertakes to file a copy of the Scheme along with copy of order passed by this Court with the Reserve Bank of India within 30 days from the date of the Order. The said undertaking is accepted. 9. The Official Liquidator has filed a Report in Company Scheme Petition No.129 of 2010 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and the Transferor Company may be ordered to be dissolved. 10. From the material placed 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. 11. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.129 of 2010 filed by the Transferor Company respectively are made absolute in terms of prayer clauses (a) to (g) of the Petition. The Scheme is sanctioned subject to the order to be passed by the High Court of Madras in the Petition filed by the Transferee Company for obtaining the sanction to the present Scheme of Amalgamation. 12. The Petitioner Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High 4 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. 13. The Petitioner to pay costs of Rs.7500/- to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. 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.)