1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.459 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.554 OF 2009 In the Matter of The Companies Act, 1956; And In the Matter of an application under Sections 391(1) of the said Act; And In the matter of the Scheme of Amalgamation of: RPG Communications Holdings Private Limited, KTL Industrial Finance Company Limited, Kocilim Breweries Private Limited, Yield Investments Private Limited, Jubilee Investments & Industries Limited With RPG Cellular Investments & Holdings Private Limited KTL Industrial Finance Company Limited …PETITIONER/TRANSFEROR COMPANY AND COMPANY PETITION NO.460 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.555 OF 2009 Kocilim Breweries Private Limited ..PETITIONER/TRANSFEROR COMPANY Mr Harish P-andya a/w Ms Suruchi Rungta i/b Khaitan & Co. for the Petitioners Ms. Bharti Mahant with Mr. A. R. Varma i/b Mr S.K. Mohapatra for Regional Director in both Petitions 2 Mr. P. Ramarao, Official Liquidator present in both Petitions. CORAM: S. J. Kathawalla, J. DATE: 28th August 2009 P.C: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 of the Companies Act, 1956 to a Scheme of Amalgamation of RPG Communications Holdings Private Limited, KTL Industrial Finance Company Limited, Kocilim Breweries Private Limited, Yield Investments Private Limited, Jubilee Investments & Industries Limited (Transferor Companies) With RPG Cellular Investments & Holdings Private Limited (Transferee Company). 3. The Counsel for the Petitioner submits that the Registered Office of RPG Communications Holdings Private Limited, one of the Transferor Company, is situated at New Delhi and that the Petition filed by the said Company in the Delhi High Court for obtaining sanction to the present scheme of amalgamation is pending in the said Court. The Counsel further submits that the Registered Offices of Yield Investment Private Limited, Jubilee Investment and Industries Limited, 3 which are the other transferor companies and RPG Cellular Investments and Holdings Private Limited, which is the Transferee Company, are situated in Kolkata and the Petition filed by the said companies in the High Court of Calcutta for obtaining the sanction of the said Court to the present scheme of amalgamation has been sanctioned by the said Court on 16th June, 2009. 4. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover the Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 5. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6(a) and 6(b) of the Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraph 6(a), it is stated that the second Transferee Company is a Non- Banking Finance Company. Hence, the Second Transferor Company may be directed to file a copy of the scheme alongwith the copy of the Order of this Court in this Petition 4 within 30 days from the date of the Order, with the R.B.I. In paragraph 6(b), the Regional Director states that as per clause 12 of the scheme, purchase method of accounting is proposed to be followed and the assets and liabilities are going to be incorporated in the Transferee’s books at fair / re-stated values. Hence, the consequent reserves, if any, shall not be available for payment of dividends etc. 6. The Counsel for Petitioners tenders an Affidavit of Mr. Hemant Goenka, who is the Authorised Signatory of the Second Transferor Company, in reply to abovementioned objections raised by the Regional Director. So far as objection of Regional Director as mentioned in paragraph 6(a) of his Affidavit is concerned, the second Transferor Company has given an undertaking to file a copy of the scheme alongwith the copy of the Order of this Court in this Petition within 30 days from the date of the Order, with the R.B.I. The Undertaking is accepted. 7. As regards the objection of the Regional Director in paragraph 6(b) of his Affidavit the second Transferor Company submits that it will comply with the purchase method of accounting and not use the consequent reserve for payment of dividends. 5 8. The Official Liquidator has filed his report in Company Petition Nos.459 of 2009 and 460 of 2009 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 without winding up of Company. 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. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme is not prejudicial to the interest of shareholders and public and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner and that the said Companies may be ordered to be dissolved. 10. There is no objection to the scheme, save and except as stated in paragraphs 4 to 7 hereinabove, and since all the requisite statutory compliances have been fulfilled, Company Petition No.459 of 2009 and Company Petition No. 460 of 2009 filed by the Transferor Companies are made absolute in terms of prayers clauses (a) to (g). The scheme is 6 sanctioned subject to the sanction of the scheme by the Delhi High Court in the Petition filed by RPG Communications Holdings Private Limited, the one of the Transferor Company before the said court. 11. The Transferee Company 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 30 from the date of the Order. 12. The Petitioners in both the Company Petitions to pay Cost of Rs.7500/- each to the Regional Director and also to the Official Liquidator. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order along with the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)