IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 74 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 26 OF 2011 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 Western Alliance Power Limited (“the Transferor Company” ) with Reliance CleanGen Limited (“the Transferee Company”) and their respective shareholders and creditors RELIANCE CLEANGEN LIMITED ………Petitioner / the Transferee Company Ms. Alpana Ghone along with Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for Petitioner Company. Mr. C. J. Joy i/b H. P. Chaturvedi for Regional Director. CORAM: S. J. Vazifdar, J. DATE: 8th April, 2011 PC: 1. Heard learned counsels 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 Amalgamation of Western Alliance Power Limited, the Transferor Company with Reliance CleanGen Limited, the Petitioner / Transferee Company and their respective shareholders and creditors. 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 undertake 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. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Counsel appearing for the Regional Director has drawn my attention to paragraphs 6 (a) and 6 (b) of the affidavit of the Regional Director in which it is stated that :- “ (a) The Registered Office of the Transferor Company is situated in the State of Gujarat. Hence the present scheme of amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Gujarat in respect of Transferor Company. (b) As per Clause 2.2.5 of the Scheme, RCGL shall take necessary steps to increase or alter or re-classify, if necessary its authorized share capital suitably to enable it to issue and allot the shares required to be issued and allotted by it under the Scheme. In this connection the Transferee Company may 2 be directed to comply with provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms in this regard.” 6. The Counsel for the Petitioner tendered an affidavit dated 7th April, 2011 of the Petitioner Company in reply to the above queries raised by the Regional Director. As far as first objection is concerned, the Petitioner Company in paragraph 3 of its affidavit has stated that the Scheme has already been sanctioned by the High Court of Gujarat at Ahmedabad by its order dated March 22, 2011 passed in Company Petition No. 12 of 2011 filed by the Transferor Company in the said Court. 7. So far as the second objection is concerned, the Petitioner Company in paragraph 4 of its affidavit has stated that it has already increased its authorized capital adequately, by complying with the provisions of Sections 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said form. Hence, there is no need for any further increase in the Authorised Capital. 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. 74 of 2011, filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 3 10. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. The Petitioner in the Company Scheme Petition to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 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 the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.) 4