1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 409 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 473 OF 2010 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of (1) Hercules Investments Private Limited, (2) Nikhil Investments Company Private Limited and (3) Real Fibres Private Limited with (4) Reliance Consolidated Enterprises Private Limited Hercules Investments Private Limited …Petitioner Company (First Transferor Company) AND COMPANY SCHEME PETITION NO. 410 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 474 OF 2010 Nikhil Investments Company Private Limited …Petitioner Company (Second Transferor Company) AND COMPANY SCHEME PETITION NO. 411 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 475 OF 2010 Real Fibres Private Limited …Petitioner Company (Third Transferor Company 2 Mr. Virag Tulzapurkar with Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Petitioners in all Petitions. Dr. T. Pandian, Official Liquidator, in CSP. Nos. 409 of 2010, 410 of 2010 and 411 of 2010. Ms. Purnima Awasthi i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S.C. Dharmadhikari, J. DATE : 28th January 2011 P.C.:- 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Hercules Investments Private Limited, Nikhil Investments Company Private Limited and Real Fibres Private Limited (collectively the “Transferor Companies”) with Reliance Consolidated Enterprises Private Limited (the “Transferee Company”). 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all the requirements as per directions of this Court and have filed necessary Affidavits of compliance in Court. Moreover, the Petitioner Companies through their Counsel also undertake to comply with all 3 statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Counsel for the Petitioner Companies states that the Petitioner Companies are wholly-owned subsidiaries of the Transferee Company. In view of the judgement of this Court in Mahaamba Investment Ltd. v/s. IDI Limited (reported in (2001)105 Co. Cas. Page 16), this Court by Order dated 2nd July 2010 passed in Company Summons for Direction Nos. 473 to 475 of 2010, passed an order that the Transferee Company is not required to file a separate Application / Petition for obtaining sanction of the present Scheme. 5. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders and public. 6. The rights of the Ministry of Corporate Affairs / Registrar of Companies to initiate action if any default/irregularity/violations under any provisions of the Companies Act, 1956 or any other law are found and established during the course of any proceedings under section 234 of the Companies Act, 1956 will not be affected by this Order. 7. The Official Liquidator has filed his Report in Company Scheme Petition Nos. 409 of 2010, 410 of 2010 and 411 of 2010 stating therein that the affairs of the 4 Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 8. From 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. No party concerned has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions filed by the Petitioner Companies are made absolute in terms of prayer clauses (a) to (l) of Company Scheme Petition No. 409 of 2010, (a) to (l) of Company Petition No. 410 of 2010 and (a) to (l) of Company Petition No. 411 of 2010. 10. 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 sixty days from the date of the Order. 11. The Petitioner Companies in all Company Petitions to pay cost of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Companies in Company Scheme Petition Nos. 409 of 2010, 410 of 2010 and 411 of 2010 to 5 pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. 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 Company Registrar, High Court, Bombay. (S.C. Dharmadhikari, J.)