IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.410 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.559 OF 2009 RELIANCE GATEWAY NET LIMITED …………Petitioner / Transferor Company 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 Reliance Communications Infrastructure Limited (‘the Demerged Company’) AND In the matter of Scheme of Amalgamation of Reliance Gateway Net Limited (“RGNL” or “Transferor Company”) with Reliance Communications Limited (“RCOM” or “Transferee Company”) and their respective Shareholders Mr. Janak Dwarkadas, Senior Counsel with Mr. Virag Tulzapurkar, Seniour Counsel and Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator Ms. Bharti Mahant and Mr. N. R. Prajapati i/b Mr. S. K. Mohapatra for Regional Director CORAM: A. M. Khanwilkar, J. DATE: 3rd 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 2 Amalgamation of Reliance Gateway Net Limited (‘the Transferor Company’) and Reliance Communications Limited (‘the Transferee Company’) and their respective shareholders. 3. The Petitioner Company is the Transferor Company which is wholly owned subsidiary of the Transferee Company. By an order dated 2nd day of May 2009 passed by this Court in Company Application 559 of 2009, the filing of separate Application or Petition by Reliance Communications Limited, the Transferee Company was dispensed with. 4. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all requirements as per directions of this Court and they have filed 3 necessary affidavits of compliance in the Court. Moreover, Petitioner Company also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 5. The Regional Director has filed Affidavit stating therein that the scheme is not prejudicial to the interest of creditors, shareholders and the public. 6. The Official Liquidator has filed report in Company Petition No.410 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not 4 violative of any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 8. The Learned Counsel appearing for the Petitioner tenders further affidavit of Mr. Prakash Shenoy, Director of the Petitioner, praying for a clarificatory modification in Clause 2.3.1(a) and (c) of the Scheme. The Learned Counsel states that to give an unambiguous meaning & a harmonious interpretation to the said clauses, the word “assets” referred to in the above clauses needs to be read 5 as “assets (including intangible assets like licenses, know- how etc)”. The said modification is allowed. 9. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos.410 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (d) of the said Petition. 10. The Transferee Company to lodge a copy of this order authenticated by the Company Registrar, High Court, Bombay and copy of the Scheme 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 date of the order. 6 11. The Petitioner Company to pay costs of Rs.7,500/- each to the Regional Director and to the Official Liquidator. 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. (A. M. Khanwilkar, J.) 7