1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.287 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.256 OF 2010 In the matter of Sections 391 to 394 read with Section 100 to 104 of the Companies Act, 1956; And In the matter Essar Engineering Services Limited; And In the matter of Composite Scheme of Amalgamation and Demerger Between Essar Engineering Services Limited And Aegis BPO Services (Gurgaon) Limited And Aegis Limited and their respective shareholders and creditors. Essar Engineering Services Limited ….Petitioner / Transferor Company WITH COMPANY SCHEME PETITION NO.288 OF 2010 CONNECTED WITH COMPANY APPLICATION NO.257 OF 2010 Aegis Limited …Petitioner/ Transferee/Resulting Company Mr. Anshul Gupta i/b Rajani Associates, Advocates for the Petitioner. Dr. T. Pandian Dy. Official Liquidator, present in CSP No. 287 of 2010. Mr.Vikramaditya Deshmukh i/b Mr.S.K. Mohapatra for the Regional Director in both the Petitions. CORAM: S.J. Kathawalla, J. DATE: 24th September, 2010 2 P.C.:- 1. Heard learned counsel for the Parties. 2. The sanction of this Hon’ble Court is sought under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956 to the Scheme of Amalgamation and Demerger between Essar Engineering Services Limited and Aegis BPO Services (Gurgaon) Limited and Aegis Limited and their respective shareholders and creditors. The Scheme inter alia provides for amalgamation of Essar Engineering Services Limited, Transferor Company with Aegis Limited, the Transferee Company and for demerger of BPO Division of Aegis BPO Services (Gurgaon) Limited, the Demerged Company, with Aegis Limited, the Resulting Company. 3. Counsel appearing on behalf of both the Petitioners has stated that they have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit, the Regional Director has stated that : “That the deponent further submits that, the Registered Office of the Demerged Company is 3 situated in the State of Delhi. Hence, the Demerged Company has to file a similar petition before the Hon’ble High Court of Delhi for approving the said Scheme”. 5. So far as the queries raised by the Regional Director in Paragraph 6 of his affidavit is concerned, the counsel appearing for the Petitioner states that the Demerged Company i.e. Aegis BPO Services (Gurgaon) Limited has already filed its Petition for sanctioning the said scheme in the High Court of Delhi and that the said Petition is pending for final hearing before the said Court. 6. The Official Liquidator has filed a Report in Company Scheme Petition No.287 of 2010 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the material 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. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.287 of 2010 filed by the Transferor Company are made absolute in terms of prayer clauses (a) to (f) and the Company Scheme Petition No.288 of 2010 filed by the Transferee/ Resulting Company are made absolute in terms of prayer clauses (a) to (e). The Scheme is sanctioned subject to the order to be passed by the High Court of Delhi in the Petition filed by the Demerged Company 4 for obtaining the sanction to the present Scheme of Amalgamation and Demerger. 9. Both 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. 10. The Petitioners in both the Company Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Petitioner in the Company Scheme Petition No.287 of 2010 filed by the Transferor Company to pay a sum of Rs.10,000/- 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.)