1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.510 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 543 OF 2010 JSW Energy (Ratnagiri) Limited .......Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of JSW Energy (Ratnagiri) Limited (‘the Transferor Company’) WITH JSW Energy Limited (‘the Transferee Company’) AND their respective shareholders and creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioner. Dr. T. Pandian, Dy. Official Liquidator, present. Mr. Vishwajit Sawant i/b Mr. S.K. Mohapatra for Regional Director. CORAM: S. J. Kathawalla, J. DATE: 24th September, 2010 2 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 Amalgamation of JSW Energy (Ratnagiri) Limited (‘the Transferor Company’) with JSW Energy Limited (‘the Transferee Company’) and their respective shareholders and creditors. 3. The counsel for the Petitioner states that the Petitioner which is the Transferor Company is a wholly owned subsidiary of JSW Energy Limited, the Transferee Company. By Order dated 6th August, 2010 passed by this Court in Company Summons for Direction No. 543 of 2010 the filing of the separate Application and Petition by the Transferee Company was dispensed with in view of the judgement of this Court in Mahaamba Investment Limited v/s. IDI Limited (2001) 105 Company Cases, page 16 to 18. Hence, no separate Petition was filed by JSW Energy Limited, the Transferee Company. 4. Counsel appearing on behalf of the Petitioner further states 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 Company undertakes to comply with 3 all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 5. The Regional Director has filed his Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit the Regional Director has stated that: “the shares of the Transferee Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Hence the Transferee Company maybe directed to file a copy of this Hon’ble Court’s order sanctioning the Scheme with SEBI within 30 day’s from the date of the order.” 6. In view of the aforesaid query raised by the Regional Director, the Counsel appearing for the Petitioner undertakes to furnish on behalf of the Petitioner a copy of this order within 30 days with the Securities and Exchange Board of India. The said undertaking is accepted. 4 7. The Official Liquidator has filed report 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. 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 is made absolute in terms of prayers (a) to (d). 10. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), 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 Company to pay costs of Rs. 10,000/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 5 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. Kathawalla, J.)