IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.305 OF 2008 WITH COMPANY APPLICATION NO.411 OF 2008 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 Amalgamation of Reliance Project Finance Pvt. Ltd. and Reliance Power Infrastructure Private Ltd. with Reliance Infrastructure Ltd. and their respective shareholders and creditors. Reliance Project Finance Pvt. Ltd. .. Petitioner Mr.Virag Tulzapurkar, Sr. Counsel with Mr.Shyam Mehta and Ms Alpana Ghone Mr.Rajesh Shah i/by Rajesh Shah & Co for the petitioner. Mr.C.J.Joy i/by S.K.Mohapatra for Regional Director. Mr.S.Ramakantha, Dy.O.L.present. CORAM: S.C.DHARMADHIKARI CORAM: S.C.DHARMADHIKARI CORAM: S.C.DHARMADHIKARI J. J. J. DATE : 20th June, 2008 DATE : 20th June, 2008 DATE : 20th June, 2008 P.C. P.C. P.C. 1. Mr.Tulzapurkar, learned senior counsel appearing for the petitioner tenders further affidavit of the authorised signatory which is taken on record. :2: 2. After inviting my attention to the order dated 10th June, 2008 it is contended by Mr.Tulzapurkar that now one of the transferor company will go out of scheme. That company petition has been allowed to be withdrawn by this Court. Therefore, any reference to the petitioner in Company Petition No.306 of 2008 in the scheme does not survive. He submits that both transferors are wholly owned subsidiaries of the transferee company. Further, the meetings have been dispensed with pursuant to orders dated 28th March, 2008 and 04th April, 2008. He submits that the companies are financially sound and no creditors are going to be affected. He submits that in the light of the law laid down by this Court filing of petition by Transferee company is not necessary. 3. He submits that there is no alteration to the scheme. The scheme remains the same. However, in the scheme there is reference to two companies and that is how the definition clause and other clauses are worded. When, one of the transferor company is out of the scheme, then, the deletion from the scheme of that company is the only modification. There is no variation of the scheme, save and except, deletion of the other transferors’ name there from. In such circumstances and :3: when both Regional Director and Official Liquidator have stated on oath that the scheme is not prejudicial to the interest of the creditors, share-holders and public, this Court should exercise its powers under section 391 to 394 of the Companies Act and grant the reliefs as prayed for. 4. He submits that the scheme now in force would be the one which is annexed as annexures ‘C’ to the affidavit of one Sankaran Srinivasan affirmed on 11th June, 2008. He submits that with reference to this scheme this Court should grant the reliefs prayed in the petition. 5. The only contention raised by the Regional Director is that the scheme has been modified. One of the transferor company goes out of the scheme and deletion of its name is a variation which must be made known to the public. He submits that even if this Court is inclined to sanction the scheme, after the same is sanctioned, the parties must notify the changed/varied scheme so that there is no misleading statement or that the public is unaware of the changes or modifications. 6. A company application was moved being Company Application No.824 of 2008. That company application :4: was placed before me on 10th June, 2008 and I had permitted withdrawal of Company Petition No.306 of 2008. That petition was filed by "Reliance Power Infrastructure Pvt. Ltd." The transferee company’s name has undergone a change and the transferee company is known as "Reliance Infrastructure Ltd." That amendment has been carried out. I had clarified that the consequences of deletion of one of the transferor company and withdrawal of its petition, if entails, any variation or modification of the scheme, then, that work would be considered at the hearing of the petition. 7. At the hearing of this petition neither the Official Liquidator nor the Regional Director raised any objection to the scheme. They confirmed the statements in earlier affidavit. The schemes have been perused by them so also the petitions. It is not their case that the statutory compliances have not been made. Further, it is not their case that the earlier position as emerging from the record is altered and that any variation or modification would entail in the petitioner being required to go through the process all over again. All that is requested is that wide publicity should be given to the fact that one of the transferor had gone out of the scheme and the scheme stands altered to that extent. :5: 8. In my view, in the peculiar facts of this case this is not something which would justify directing issuance of advertisement before the matter is taken up. Further, the scheme has been perused by me. The affidavit which has been tendered today has annexed to it the modified scheme after deletion of one of the transferor companies. That scheme and the clauses therein are identical to the scheme annexed to the petition. The scheme that has been annexed to the petition has been perused by me. Save and except reference to the other transferor company therein no change is sought. There are no financial and other implications. The creditors or share holders are not going to be adversely effected. In such circumstances and when due publicity would be given to the order passed by the Court itself after the same is filed with the Registrar of Companies and Regional Director, it is not necessary to issue any further directions. More so, with regard to publication. Having satisfied myself that the modification or variation is on account of withdrawal of Company Petition No.306 of 2008 and is technical in nature so also not affecting the scheme, there is no impediment in sanctioning of the scheme of amalgamation of Reliance Project Finance Pvt. Ltd. and Reliance Infrastructure Ltd. :6: 9. Company Petition is therefore made absolute in terms of prayers (a) to (d). However, the scheme which is sanctioned is the one which is annexed as annexure ‘C’ to the affidavit dated 11th June, 2008 of Mr.Sankaran Srinivasan. 10. Petitioner Company to lodge a copy of this order and the scheme with the concerned superintendent of Stamps for the purposes of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 11. Petitioner to pay cost of Rs.5000/- to the Regional Director & O.L. each. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All Authorities concerned to act on a copy of this order alongwith scheme to be authenticated by the Company Registry. :7: (S.C.Dharmadhikari, J)