IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.73 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 27 OF 2011 SASAN POWER INFRAVENTURES PRIVATE LIMITED …………Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Sasan Power Infraventures Private Limited (“the Transferor Company” ) WITH Reliance Power Limited (“the Transferee Company” ) AND their respective shareholders and creditors Mr. Janak Dwarkadas, Senior Counsel along with Ms. Alpana Ghone and Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioners. Dr. T. Pandian, Official Liquidator present Ms. Soma Singh, i/b Mr. H.P. Chaturvedi for Regional Director CORAM: S.J. Vazifdar, J. DATE: 29th April, 2011 PC: 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 Sasan Power Infraventures Private Limited, the Petitioner Company with Reliance Power Limited, the Transferee Company and their respective shareholders and creditors. 3. The learned counsel for Petitioner submits that the Petitioner is a wholly owned subsidiary of Reliance Power Limited, the Transferee Company and that by an order passed by this Court on 14th January, 2011 in Company Summons for Direction No.27 of 2011, the filing of a separate Company Summons for Direction and Company Scheme Petition and a separate process in relation the proposed Scheme by the Transferee Company, was dispensed with. 4. The counsel appearing on behalf of the Petitioner Company has stated that it has complied with all requirements as per directions of this Court and that they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 5. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) to 6(e) of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Counsel appearing for the Regional Director has drawn my attention to paragraphs 6(a) to (e) of the Affidavit of the Regional Director in which it is stated that: “(a) The words “or any of its subsidiaries” appearing in clause 1.1.6(b) be deleted. (b) In clause 2.3.7 the adjustment proposed may be restricted to specified period and should not be open ended. (c) In clause 2.3.9 the following words may be added “adjusted pursuant to clause 2.3.7” after the words “the amount of write back of such extraordinary or exceptional items” (d) The approval of the Scheme by the Hon’ble High Court will not effect the statutory auditor in expressing his opinion whether the accounts of the company are in compliance with the applicable rules and regulations. (e) There are two complaints received from Shri Dharmapal 2 Sabarwal (MP) and Shri Bharat Kumar Raut (MP) against Reliance Communications Limited and its subsidiaries / associates and Reliance Group of Companies. The Registrar of Companies has taken up the matter with Reliance Communications Limited and send his report dated 31/03/2010 to the Ministry for consideration and further directions in the matter is awaited. This is for the information of the Hon’ble High Court. 7. In response to the concern raised by the Regional Director in paragraphs 6(a) to 6(c) of his affidavit, the Counsel for the Petitioner seeks leave of this Court to modify Clauses 1.1.6(b), 2.3.7 and 2.3.9 of the Scheme in terms of the Schedule handedin which is taken on record and is marked 'X' for identification. Leave to amend is granted. Amendment to be carried out within two weeks from today. 8. So far as the observation made in paragraph 6 (d) of the affidavit of the Regional Director is concerned, it is clarified that the approval of the Scheme by this Court will not affect the Statutory Auditors in expressing his opinion whether the accounts of the Company are in compliance with the applicable rules and regulations. 9. In response to the concern raised by the Regional Director in paragraph 6(e) of his Affidavit, the Counsel for the Petitioner Company states that the said complaints are not against the companies involved in the Scheme of Amalgamation. The statement is accepted. Mr.Joy, the learned counsel appearing on behalf of the Regional Director stated that the Regional Director/R.O.C. had not taken any stand as regards these complaints. He however, stated that neither the companies nor their officers should be absolved of any illegalities merely by virtue of this order. I agree. Although there is no material on record to establish any allegations against the companies involved in the present proceedings, it is clarified that merely by virtue of this order, neither the companies nor their officers shall be absolved of violation, if any, of any law. In other words, it is clarified that in the event of either the companies or its officers 3 being found liable for having violated any provisions of law, the authorities shall proceed against them in accordance with law and this order will not prevent them from doing so. 10. The Official Liquidator has filed his report in Company Scheme Petition No. 73 of 2011 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. 11. 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. 12. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.73 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). 13. The Petitioner Company 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. 14. The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 15. Filing and issuance of the drawn up order is dispensed with. 16. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.J. Vazifdar, J.) 4