IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 433 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 363 OF 2011 SOLARIS INFORMATION TECHNOLOGIES PRIVATE LIMITED …………Petitioner / the First Transferor Company AND COMPANY SCHEME PETITION NO. 434 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 364 OF 2011 AAA POWER SYSTEMS (GLOBAL) PRIVATE LIMITED …………Petitioner / the Second Transferor Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act , 1956; AND In the matter of Scheme of Amalgamation of Solaris Information Technologies Private Limited (‘the First Transferor Company’ ) And AAA Power Systems (Global) Private Limited (‘the Second Transferor Company’ ) With Reliance Innoventures Private Limited (‘the Transferee Company’ ) And their respective shareholders and creditors. Ms Alpana Ghone and Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioners. Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition Nos. 433 of 2011 and 434 of 2011 Mr. Vishwajit Sawant i/b H.P Chaturvedi for Regional Director in both Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 30th September, 2011 P.C. :- 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Solaris Information Technologies Private Limited, the First Transferor Company and AAA Power Systems (Global) Private Limited, the Second Transferor Company with Reliance Innoventures Private Limited, the Transferee Company and their respective shareholders and creditors. 3. The learned counsel appearing on behalf of the Petitioners submits that the Petitioner Companies are wholly owned subsidiaries of Reliance Innoventures Private Limited, the Transferee Company and that by an order passed by this Court on 24th June, 2011 in Company Summons for Direction Nos. 363 of 2011 and 364 of 2011, the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company, was dispensed with. 4. Learned 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, Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the 2 Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 5. The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6 of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that: “ 6 That the Deponent further submits that) Clause 2.3.3 of the Scheme provides that the excess, after recording the entries in sub clause No 2.3.1 and 2.3.2 shall be credited to the General Reserve Account of the RINL. In this connection it is suggested that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company”. 6. In reply to the aforesaid query raised by the Regional Director, the Petitioner Companies through their counsel undertakes that the General Reserve arising in the books of Transferee Company pursuant to the Scheme shall not be utilized for the purpose of declaring dividend in future. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No. 433 of 2011 & 434 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved by this Court. 8. 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 has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 433 of 2011 and 434 of 2011 filed by the Transferor Companies is made absolute in terms of prayer (a) to (d). 3 10. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court (O.S.), 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 this Order. 11. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 12. Both the Petitioner Companies to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, (O. S.), Bombay. (S. C. Dharmadhikari, J.) 4