IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 471 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 514 OF 2010 RELIANCE MONEY INFRASTRUCTURE LIMITED …………Petitioner / the Demerged 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 In the matter of Scheme of Arrangement between Reliance Money Infrastructure Limited (“RMIL” or “the Demerged Company”) AND Reliance Capital Asset Management Limited (“RCAM” or “the Resulting Company”) AND Their respective shareholders Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Petitioner Company. Mr. C. J. Joy i/b S.K. Mohapatra for the Regional Director. CORAM: S. J. Kathawalla, J. DATE: 15th October, 2010 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 Money Infrastructure Limited, the Demerged Company and Reliance Capital Asset Management Limited, the Resulting Company and their respective Shareholders (“the Scheme”). 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 Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, 2 the scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Counsel appearing for the Regional Director has drawn my attention to paragraph 6 of the affidavit of the Regional Director which states as under: “That the deponent further submits that, the Registered Office of the Resulting Company is situated in the State of Gujarat. Hence the Resulting Company has to file similar petition before the Hon’ble High Court of Gujarat for approving the said Scheme.” 6. In this regard, the Petitioner Company submits that the Resulting Company has already filed similar Company Petition No. 142 of 2010 before the High Court of Gujarat which is pending for final hearing. 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 471 of 2010, filed by the 3 Demerged Company is made absolute in terms of prayer clauses ( a ) to ( c ). The Scheme is sanctioned subject to the orders to be passed by the High Court of Gujarat in the Petition filed by the Resulting Company. 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 Order. 10. The Petitioner in the Company Scheme Petition to pay costs of Rs.10,000/- to the Regional Director, Western Region, Mumbai. Cost 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 a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4