1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 603 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 565 OF 2010 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of In the matter of the Scheme of Amalgamation of (1) Anadha Trading Private Limited, (2) Anumati Mercantile Private Limited, (3) Bahar Trading Private Limited, (4) Bhumika Trading Private Limited, (5) Eklavya Mercantile Private Limited, (6) Reliance Commercial Infrastructure Private Limited and (7) Reliance Group Enterprises Private Limited with (8) Ekansha Enterprise Private Limited Anadha Trading Private Limited …Petitioner Company (First Transferor Company) 2 AND COMPANY SCHEME PETITION NO. 604 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 566 OF 2010 Anumati Mercantile Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 605 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 567 OF 2010 Bahar Trading Private Limited …Petitioner Company (Third Transferor Company) AND COMPANY SCHEME PETITION NO. 606 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 568 OF 2010 Bhumika Trading Private Limited …Petitioner Company (Fourth Transferor Company) AND COMPANY SCHEME PETITION NO. 607 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 569 OF 2010 Eklavya Mercantile Private Limited …Petitioner Company (Fifth Transferor Company) AND COMPANY SCHEME PETITION NO. 608 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 570 OF 2010 Reliance Commercial Infrastructure Private Limited …Petitioner Company (Sixth Transferor Company) 3 AND COMPANY SCHEME PETITION NO. 609 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 571 OF 2010 Reliance Group Enterprises Private Limited …Petitioner Company (Seventh Transferor Company) AND COMPANY SCHEME PETITION NO. 610 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 572 OF 2010 Ekansha Enterprise Private Limited …Petitioner Company (Transferee Company) Mr. Virag Tulzapurkar and Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioner Companies in all Petitions. Dr. T. Pandian, Official Liquidator, in CSP. Nos. 603 of 2010, 604 of 2010, 605 of 2010, 606 of 2010, 607 of 2010, 608 of 2010, 609 of 2010 and 610 of 2010. Ms. Jyotsna Pandhi i/b Mr. H.P. Chaturvedi for Regional Director. CORAM: S.C. Dharmadhikari, J. DATE : 28th January 2011 P.C. 1. Heard learned Counsel for parties. 4 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Anadha Trading Private Limited, Anumati Mercantile Private Limited, Bahar Trading Private Limited, Bhumika Trading Private Limited, Eklavya Mercantile Private Limited, Reliance Commercial Infrastructure Private Limited and Reliance Group Enterprises Private Limited (collectively the “Transferor Companies”) with Ekansha Enterprise Private Limited (the “Transferee Company”). 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel also 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 the Scheme is not prejudicial to the interest of shareholders and public. 5. The rights of the Ministry of Corporate Affairs / Registrar of Companies to initiate action if any default/irregularity/violations under any provisions of the Companies Act, 1956 are found and established during the course of any proceedings under 5 section 234 of the Companies Act, 1956 or any other law they will not be affected by this Order. 6. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 603 of 2010 to 609 of 2010 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. 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. No party concerned has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Petitions filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (l) of Company Scheme Petition No. 603 of 2010, (a) to (l) of Company Scheme Petition No. 604 of 2010, (a) to (l) of Company Scheme Petition No. 605 of 2010, (a) to (m) of Company Scheme Petition No. 606 of 2010, (a) to (m) of Company Scheme Petition No. 607 of 2010, (a) to (l) of Company Scheme Petition No. 608 of 2010, (a) to (l) of Company Scheme Petition No. 609 of 2010 and (a) to (s) of Company Scheme Petition No. 610 of 2010. 6 9. The reduction in the issued, subscribed and paid-up share capital of the Transferee Company from Rs. 11,69,90,000/- (Rupees Eleven Crores Sixty Nine Lacs Ninety Thousand only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each, and 1,69,90,000 ( One Crore Sixty Nine Lakhs Ninety Thousand) 11% Non- Cumulative Redeemable Preference Shares of Re.1/- each to Rs. 10,78,73,000/- (Rupees Ten Crores Seventy Eight Lacs Seventy Three Thousand only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each and 78,73,000 (Seventy Eight Lakhs Seventy Three Thousand) 11% Non-Cumulative Redeemable Preference Shares of Re.1/- each and as resolved upon by the Special Resolution passed by the members of the Petitioner Company on 20th July 2010 is confirmed and this Order be deemed to be an Order under Section 102 of the Companies Act, 1956. The Minute of reduction as set out in Exhibit “V” to the Company Scheme Petition No. 610 of 2010 is approved. 10. The Boards of Directors of all the Petitioner Companies have passed a Resolution to approve the extension of the date for the Scheme to take effect to 30th June 2011. The Petitioner Companies have filed Affidavits affirming the extension of the date for the Scheme to take effect. Accordingly, in terms of Clause 21 of the Scheme the validity of the Scheme is extended to 30th June 2011. 11. The Transferee Company to lodge a copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned 7 Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within sixty days from the date of the Order. 12. The Petitioner Companies in all Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Transferor Companies to pay costs of Rs. 10,000/- each to 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 Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)