IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.513 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.598 OF 2009 RELIANCE INFRASTRUCTURE LIMITED …………Petitioner / Demerged Company. COMPANY PETITION NO.514 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.599 OF 2009 RELIANCE ENERGY GENERATION LIMITED …………Petitioner / Resulting Company No.1. COMPANY PETITION NO.515 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.600 OF 2009 RELIANCE GOA AND SAMALKOT POWER LIMITED …………Petitioner / Resulting Company No.2. COMPANY PETITION NO.516 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.601 OF 2009 RELIANCE POWER TRANSMISSION LIMITED …………Petitioner / Resulting Company No.3. COMPANY PETITION NO.517 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.602 OF 2009 RELIANCE ENERGY LIMITED …………Petitioner / Resulting Company No.4. COMPANY PETITION NO.518 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.603 OF 2009 RELIANCE INFRAVENTURES LIMITED …………Petitioner / Resulting Company No.5. COMPANY PETITION NO.519 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.604 OF 2009 RELIANCE PROPERTY DEVELOPERS LIMITED …………Petitioner / Resulting Company No.6. In the matter of Scheme of Arrangement between Reliance Infrastructure Limited (“the Demerged Company” or “RInfra”) and Reliance Energy Generation Limited (“the Resulting Company No. 1” or “REGL”) and Reliance Goa and Samalkot Power Limited (“the Resulting Company No. 2” or RGSL”) and 2 Reliance Power Transmission Limited (“the Resulting Company No. 3” or “RPTL”) and Reliance Energy Limited (“the Resulting Company No. 4” or “REL”) and Reliance Infraventures Limited (“the Resulting Company No. 5” or “RIVL”) and Reliance Property Developers Limited (“the Resulting Company No. 6” or “RPDL”) and Their Respective Shareholders and Creditors. Mr. Iqbal Chagla, Sr. Counsel with Mr. Janak Dwarkadas, Sr. Counsel, Mr. J.C. Pereira, Mr. Ankit Lohia and Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., Advocates for the Petitioners. Mr. Aspi Chinoy, Sr. Counsel i/b M/s Trilegal, Advocates and Mr. Soli Cooper, Sr. Counsel i/b M/s. Sanjay Udeshi & Co., Advocates for the Interveners. Mr. C. J. Joy with Mr. Y. R. Mishra and Mr. P. Khosla i/b Mr. S.K. Mohapatra for Regional Director in all the Petitions 3 CORAM: S. J. Kathawalla , J. DATE: 24th July, 2009 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 the Scheme of Arrangement between Reliance Infrastructure Limited, the Demerged Company and Reliance Energy Generation Limited, the Resulting Company No.1 and Reliance Goa and Samalkot Power Limited, the Resulting Company No.2 and Reliance Power Transmission Limited, the Resulting Company No.3 and Reliance Energy Limited, the Resulting Company No.4 and Reliance Infraventures Limited, the Resulting Company No.5 and Reliance Property Developers Limited, the Resulting Company No.6 and their respective shareholders and creditors for the transfer and vesting of DTPS Division, Goa and Samalkot Power Stations Division, Power Transmission Division, Power Distribution Division, Toll Roads Division and Real Estate Division of Reliance 4 Infrastructure Limited into Reliance Energy Generation Limited, Reliance Goa and Samalkot Power Limited, Reliance Power Transmission Limited, Reliance Energy Limited, Reliance Infraventures Limited and Reliance Property Developers Limited respectively. 3. 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 Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed Affidavit stating that the scheme is not prejudicial to the interest of shareholders and public. 5. It is clarified that until and unless there is written consents obtained from the Note Purchasers, whose names are listed in para 2 of the affidavit of S. Sankaran dated 23rd 5 July,2009, the Scheme shall not become effective and this requirement shall not be subject to the provisions of the clause 4.3.3 of the Scheme. 6. The Demerged Company shall furnish a corporate guarantee to M/s Cipla Limited guaranteeing to pay any amount which may be finally found due and payable pursuant to the Arbitration proceedings initiated by M/s Cipla Limited against the Demerged Company pursuant to the notice invoking Arbitration Proceedings dated 29th November, 2008 and which liability will be paid, assigned and transferred to Resulting Company No.2 under the Scheme. The Demerged Company undertakes to this Hon’ble Court to furnish the said guarantee within a period of six weeks from today. 7. In the Affidavit filed by the Regional Director, he has stated that the Advocates of the petitioner company has given an undertaking vide its letter dated 21st July, 2009 addressed to Regional Director undertaking that the resulting companies will comply with the disclosure requirements of all the 6 applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India. 8. The undertakings as mentioned hereinabove are hereby accepted. 9. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders and public. 10. The Petitioner Companies 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 30 days from the receipt of the order. 7 11. There is no objection to the Scheme except as stated hereinabove and since all the requisite statutory compliances have been fulfilled, Company Petition No.513 to 519 of 2009 filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 12. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. 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, Bombay. (S. J. Kathawalla, J.) 8