1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 9 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 798 OF 2010 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) Reliance Global Management Services Limited and (2) Reliance Infosolutions Private Limited with Reliance Corporate IT Park Limited Reliance Global Management Services Limited …Petitioner Company (First Transferor Company) AND 2 COMPANY SCHEME PETITION NO. 10 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 799 OF 2010 Reliance Infosolutions Private Limited …Petitioner Company (Second Transferor Company) Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioner Companies in both Petitions. Dr. T. Pandian, Official Liquidator in both Petitions. Mr. C.J. Joy and Mr. Vishwajit Sawant i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. CORAM: S.J. Vazifdar, J. DATE : 25th March 2011 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 the Scheme of Amalgamation of Reliance Global Management Services Limited and Reliance Infosolutions Private Limited (the “Transferor Companies”) with Reliance Corporate IT Park Limited (the “Transferee Company”). 3. Counsel appearing on behalf of the Petitioner Companies have 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 3 under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Counsel for the Petitioner Companies states that the Petitioner Companies are wholly-owned subsidiaries 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 10th December 2010 passed in Company Summons for Direction Nos. 798 of 2010 and 799 of 2010, ordered that the Transferee Company is not required to file a separate Application / Petition for obtaining sanction of the present Scheme. 5. The Regional Director has filed the Affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 9 of 2011 and 10 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 7. From 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. 8. Since all the requisite statutory compliances have been fulfilled, both the Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (l) of the respective Petitions. 4 9. 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 sixty days from the date of the Order. 10. The Petitioner Companies in both Company Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Companies in Company Scheme Petition Nos. 9 of 2011 and 10 of 2011 to pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on an authenticated copy of this Order along with Scheme, duly authenticated by Company Registrar, High Court, Bombay. (S.J. Vazifdar, J.)