1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 615 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 643 OF 2010 RELIANCE COMMUNICATIONS INFRASTRUCTURE PRIVATE LIMITED …………Petitioner / Demerged Company COMPANY SCHEME PETITION NO. 616 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 644 OF 2010 BROADBAND PACENET (INDIA) PRIVATE LIMITED ……………Petitioner / Resulting Company In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement between Reliance Communications Infrastructure Limited (‘RCIL’ or ‘the Demerged Company’) WITH Broadband Pacenet (India) Private Limited (‘BPIPL’ or ‘the Resulting Company’) AND their Respective Shareholders and Creditors. Ms Alpana Ghone along with Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Petitioners. Ms. Purnima Awasthi, i/b Mr. H.P. Chaturvedi for Regional Director in both Petitions. CORAM: S. C. Dharmadhikari, J. DATE: 25th February, 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 Arrangement between Reliance Communications Infrastructure Limited and Broadband Pacenet (India) Private Limited 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 paragraph 6 of the said affidavit, it appears that Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that: 6. That the deponent further submits that, as per clause 5.6 of the Scheme, the Resulting Company shall take necessary steps to increase or alter or reclassify, if necessary, its authorized share capital suitably to enable it to issue and allot the equity shares required to be issued and allotted by it under the scheme. In this connection the Resulting Company may be directed to 2 comply with the provisions of section 94/97 read with Schedule X of the Companies Act 1956, in respect of filing necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. 5. So far as query raised in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioner through its Counsel undertakes to comply 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 forms. The undertaking is accepted. 7. 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 have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 615 of 2010 and 616 0f 2010, filed by the Demerged Company and the Resulting Company respectively, is made absolute in terms of prayer clauses (a) to (c) of the respective Petitions. 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 60 days from the date of the receipt of the order. 10. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 3 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. 13. The Scheme is approved without prejudice to the rights and contentions of the Unsecured Creditor Mr. Bishwajit Patnaik. (S. C. Dharmadhikari, J.) 4