IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 628 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 613 OF 2011 SASAN POWER INFRASTRUCTURE LIMITED ………… Petitioner / the 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 Sasan Power Infrastructure Limited (“the Transferor Company”) WITH Reliance Power Limited (“the Transferee Company” ) AND their respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioner. Mrs. R. N. Sutar, Asst Official Liquidator, present in CSP No. 628 of 2011. Mr. Abhijit Desai i/b Mr. H. P. Chaturvedi for Regional Director in both the Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 23rd December, 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 Sasan Power Infrastructure Limited, the Transferor Company with Reliance Power Limited, the Transferee Company and their respective Shareholders and Creditors. 3. The learned counsel appearing on behalf of the Petitioner submits that the Petitioner Company is a wholly owned subsidiary of Reliance Power Limited, the Transferee Company and that by an order passed by this court on 14th October, 2011 in Company Summons for Direction No. 613 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 Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted. 2 5. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the 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 2.3.2 of the Scheme states that the excess arising on transfer of Assets and Liabilities would be credited to the 'General Reserve' account of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 6. In reply to the aforesaid query raised by the Regional Director, the Petitioner Company through its Counsel undertakes that the reserve arising out of the Scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future. The said undertaking is accepted. 7. The Official Liquidator has filed his report 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 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 No. 628 of 2011 filed 3 by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). 10. 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 the Order. 11. Petitioner is directed to file a copy of this order along with 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. The Petitioner Company to pay costs of Rs.10,000/- each 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. 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