: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.105 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.1671 OF 2008 Adlabs Films Ltd. ....Petitioner WITH COMPANY PETITION NO.106 OF 2009 IN COMPANY APPLICATION NO.1672 OF 2008 Reliance Unicom Ltd. ....Petitioner Mr.Janak Dwarkadas, Senior Counsel with Mr.Rajesh Shah i/b M/s.Rajesh Shah & Co. the Petitioners. Mr.C.J. Joy with Mr.D.A. Dubey i/b Mr.S.K. Mohapatra for the Regional Director. CORAM : S.J. VAZIFDAR, J. DATED : 4TH APRIL, 2009. P.C. : 1. The Petitioners seek the sanction of the Court in respect of the scheme of demerger under Sections 391 to 394 of the Companies Act, 1956. 2. The scheme as such has not been opposed by any party. Some of the creditors who had opposed this scheme have now given their consent to the same. Thus as on date, none of the creditors are opposing the scheme. : 2 : 3. The scheme involves the demerger of the Radio business of the Petitioner and transfer thereof to Reliance Unicom Ltd. - the resulting company which is a wholly owned subsidiary of the Petitioner company. 4. The Regional Director has filed an affidavit stating that save and except what is stated in paragraph 6 thereof, it appears that the scheme is not prejudicial to the interest of the shareholders and public. Mr.Dwarkadas, the learned Senior Counsel appearing on behalf of the Petitioners agrees and undertakes on behalf of the Petitioners to comply with the requisition in paragraph 6-a of the said affidavit. 5. The objection in paragraph 6(b) is to clause 5.1.3 of the proposed scheme. It is not necessary to consider the issue in view of the concession made by the Petitioner to amend the clause in accordance with the requirements of the Regional Director. Thus amended clause 5.1.3 shall read as under :- "5.1.3. The difference being excess of assets over liabilities recorded by the Resulting Company, over the amount credited as share capital after adjusting the cancellation of the existing share capital of RUL held by AFL will be deemed to comprise and be credited to the extent of Rs.100 crores to the Securities Premium Account and the balance, if any, shall be deemed to be : 3 : and shall be treated as capital reserve arising (not created) on acquisition of business pursuant to Demerger of the Transferor Company.d In case of there being a shortfall, the same shall be debited to and carried forward as Goodwill." 6. In paragraph 6(c) of the said affidavit, it is stated that the details of the assets and liabilities of the Radio division of the Petitioner which is the subject matter of the Petition have not been furnished. It is not necessary to set out the details of all the assets and liabilities. The issue is covered by an order and judgment in the case of Ajmera Realty and Infra India Ltd. in Company Petition No.63 of 2009 dated 21.3.2009. 7. Paragraph 6(d) of the said affidavit only invites the attention of the Court to the contraventions of certain provisions of the Act. However the applications for compounding the same have been disposed of by claiming compounding fees. It is not stated and there is nothing to suggest that the alleged contraventions are detrimental to the scheme as such. 8. Mr.Dwarkadas states that the Petitioner has received an objection from a debtor Aeren R. Entertainment Pvt.Ltd. Firstly the said Aeren has not appeared. Moreover, the main grievance is that the : 4 : Petitioner has wrongly made a demand against him. According to Aeren the Petitioner has wrongly claimed an amount of Rs.21,37,138/- whereas only an amount of Rs.3,73,402=19 ps. is payable by it to the Petitioner. The objection is that the Petitioner ought to first settle the actual amounts due as contended by Aeren. The objection is unsustainable. 9. Both the Company Petitions are made absolute in terms of prayers (a) to (d). 10. The Transferee Company to lodge a copy of this order and the scheme with concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within thirty days of obtaining the authenticated and/or certified copy of the order. 11. The Petitioner companies to pay costs of Rs.7500/- each to the Regional Director. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. . All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, : 5 : High Court, Bombay.