IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.438 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.409 OF 2009 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 (1) Anadha Mercantile Private Limited, (2) Anumati Enterprise Private Limited, (3) BecRel Engineering Private Limited, (4) Pipeline Infrastructure (India) Private Limited, (5) Reliance Commercial Holding Private Limited, (6) Reliance Engineering Associates Private Limited, (7) Reliance Exploration Private Limited, (8) Reliance Investment Enterprises Private Limited and 1 (9) Reliance Logistics Private Limited with (10) Reliance Ports And Terminals Limited (Transferee Company). Anadha Mercantile Private Limited …Petitioner Company (First Transferor Company) AND COMPANY PETITION NO.439 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.410 OF 2009 Anumati Enterprise Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY PETITION NO.440 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.411 OF 2009 BecRel Engineering Private Limited …Petitioner Company (Third Transferor Company) AND COMPANY PETITION NO.441 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.412 OF 2009 Pipeline Infrastructure (India) Private Limited …Petitioner Company (Fourth Transferor Company) AND 2 COMPANY PETITION NO.442 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 413 OF 2009 Reliance Engineering Associates Private Limited …Petitioner Company (Sixth Transferor Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioners. Shri. P. Ramarao, Official Liquidator, in CP. Nos. 438 of 2009, 439 of 2009, 440 of 2009, 441 of 2009 and 442 of 2009. Shri C. J. Joy and Shri V. B. Tiwari i/b S.K. Mohapatra for Regional Director. CORAM: S. J. Kathawalla J. DATE: 24th July 2009 P.C. 1. Heard learned Counsel for 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 Anadha Mercantile Private Limited, Anumati Enterprise Private Limited, BecRel Engineering Private Limited, Pipeline Infrastructure (India) Private Limited, Reliance Commercial Holding Private Limited, Reliance Engineering Associates Private Limited, Reliance Exploration Private Limited, Reliance Investment Enterprises Private Limited and Reliance Logistics Private Limited (collectively the “Transferor Companies”) with Reliance Ports And Terminals Limited (the “Transferee Company”). 3 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. 4. The Counsel for the Petitioner Companies submits that the Third Transferor Company and the Ninth Transferor Company are wholly-owned subsidiaries of the Sixth Transferor Company and the Sixth Transferor Company is the wholly- owned subsidiary of the Transferee Company. Moreover, all the other Transferor Companies, viz, the First Transferor Company, the Second Transferor Company, the Fifth Transferor Company, the Seventh Transferor Company and the Eighth Transferor Company are wholly-owned subsidiaries of the Fourth Transferor Company and the Fourth Transferor Company is the wholly-owned subsidiary of the Transferee Company. In view of the judgement of this Court in Mahaamba Investment Ltd. v/s. IDI Limited (reported in (2001)105 Co. Cas. Page 16), this Court by Order dated 3rd April 2009 passed in Company Applications Nos. 409, 410, 411, 412 and 413 of 2009, stated that the Transferee Company is not required to file a separate Application/ Petition for obtaining sanction of the present Scheme. 4 5. The Counsel further submits that the Fifth Transferor Company, the Seventh Transferor Company, the Eighth Transferor Company and the Ninth Transferor Company have their registered offices in the State of Gujarat and that the Petitions filed by the said Companies in the Hon’ble High Court of Gujarat for obtaining sanction to the present Scheme are pending before the said Court. 6. The Regional Director has filed an Affidavit stating therein that that the Scheme is not prejudicial to the interest of shareholders and the public. 7. The Official Liquidator has filed his Report in Company Petition Nos.438 of 2009, 439 of 2009, 440 of 2009, 441 of 2009 and 442 of 2009 stating therein that the affairs of the Petitioner Companies have not been conducted in a manner prejudicial to the interests of its members or to the public interest and that the Petitioner Companies may be ordered to be dissolved without winding up. 8. Upon perusal of the entire material on record, in my opinion 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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the shareholders and 5 the public and the Official Liquidator has stated that the affairs of the Petitioner Companies have been conducted in a proper manner. 9. There is no objection to the Scheme and 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 (m) of Company Petition Nos.438 of 2009, (a) to (m) of Company Petition Nos.439 of 2009, (a) to (l) of Company Petition Nos.440 of 2009, (a) to (m) of Company Petition Nos.441 of 2009 and (a) to (m) of Company Petition Nos.442 of 2009. The Scheme is sanctioned subject to the Order to be passed by the Gujarat High Court in the Petitions filed by the Fifth Transferor Company, the Seventh Transferor Company, the Eighth Transferor Company and the Ninth Transferor Company. 10. A copy of this Order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay, be lodged with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same, within 30 days from the date of the Order. 11. The Petitioner Companies in all Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and also to the Official Liquidator. Costs to be paid within 4 weeks from today. 6 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this Order along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla., J.) 7