Allowed

Reliance Clean Energy Private Ltd. v. ---

Bombay HC5 Apr 2013CSP/71/2013

Case brief

AI extract

What is this about?

This court sanctioned the amalgamation of Reliance Clean Energy Private Limited with Reliance Power Limited. The judgment allowed amendments to the scheme regarding reserve adjustments based on observations by the Regional Director. The petition was declared absolute, and costs were awarded to the respondents.

What did the court decide?

Scheme declared absolute; amendments to clauses 2.3.2, 2.3.5 to 2.3.7 permitted; directions given for stamp duty, ROC filing, and costs.

Reliance Clean Energy Private Ltd. Vs --- — Specific Performance | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO 71 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 11 OF 2013

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RELIANCE CLEAN ENERGY PRIVATE LIMITED

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………… Petitioner / the Transferor Company

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Sections 391 to 394 of the Companies Act, 1956;

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AND

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In the matter of Scheme of Amalgamation

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Reliance Clean Energy Private Limited (“RCEPL” or “the Transferor Company”) with

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Reliance Power Limited (“RPower” or “the Transferee Company”)

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and

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their respective shareholders

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Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocates for the Petitioner in the Petition.

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Mrs. R.N. Sutar, Asst. Official Liquidator present.

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Mr. D.A.Dubey i/b Mr. H. P. Chaturvedi for Regional Director.

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CORAM: Ranjit More, J.

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DATE: 5^th April, 2013

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Heard counsel for the party. No objector has come before the court to oppose the Scheme and nor the party has contravened any averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of

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Reliance Clean Energy Private Limited with Reliance Power Limited and their respective shareholders.

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Learned advocate for the Petitioner states that the Petitioner in Company Scheme Petition No.71 of 2013 was incorporated with the main object of carrying on the business of generation, purchase, production, manufacture, processing, import, development, storage, accumulation, transmission, distribution, sale, export or otherwise dealing in all aspects of electricity. Further, the learned advocate states that the Transferee Company is engaged in the development, construction and operation of power generation projects with a combined planned capacity of 33,480 MW, the largest portfolio of private power generation assets under development in India. The rationale for the Scheme is to reduce administrative cost, remove multiple layer inefficiencies and achieve operational and management efficiency. The Petitioner Company approved the said Scheme by passing Board Resolution which is annexed to the Company Scheme Petitions. The learned Advocate for the Petitioner further states that, Petitioner Company has complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition has been filed in consonance with the order passed in Summons for Directions.

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The learned counsel appearing on behalf of the Petitioner companies submits that by an order passed by this court on 18^th January, 2013 in Company Summons for Direction No. 11 of 2013, the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company, Reliance Power Limited was dispensed with, in view of Judgment passed by this Court in Mahaamba Investments Limited Versus IDI Limited (2001) 105 Company Cases (pages 16 to 18).

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The learned advocate appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and it has filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company 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.

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The Regional Director has filed an affidavit dated February 22, 2013 stating therein that save and except as stated in paragraph 6 of the said affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit it is stated that:

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“That the Deponent further submits that:-

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a) In clause 2.3.2 of the scheme the excess arising on transfer of assets and liabilities as per clause 2.3.1 would be credited to the General Reserve and in case of there being a deficit the same shall be debited by the Transferee Company to its General Reserve. In this connection it is submitted that the reserve arising out of the scheme shall transferred to “Capital Reserve Account” of the Transferee Company.

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b) Clause 2.3.5, 2.3.6 & 2.3.7 of the scheme for adjustment of extraordinary / exceptional item of from the General Reserve Account of Transferee Company. There is no limit stated in the scheme. Now company has clarified through their Advocate vide letter dated 19/02/2013 which is annexed hereto and marked as Exhibit ‘D’ that such adjustment will be made up to the period 31/03/2016.”

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(a) In reply to the aforesaid observations raised by the Regional Director in paragraph 6(a) of his Affidavit, the learned advocate for the Petitioner seeks leave of this Court to modify Clause 2.3.2 of the Scheme by substituting words ‘Capital Reserve’ in place of words ‘General Reserve’ wherever they appear in this subclause. Leave to amend is granted. Amendment to be carried out within two weeks from today.

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(b) In reply to the aforesaid observations raised by the Regional Director in paragraph 6(b) of his Affidavit, the learned advocate for the Petitioner seeks leave of this Court to modify Clause 2.3.5 to 2.3.7 of the Scheme by adding words “but on or before March 31, 2016” after the words “With effect from Appointed Date and for any of the financial years ending on or after the Appointed Date.” Leave to amend is granted. Amendment to be carried out within two weeks from today.

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The Learned Counsel for Regional Director on instructions of Mr. M. Chandanamuthu, Joint Director in the office of the Regional Director, Ministry of Corporate Affairs, Western Region, Mumbai states that they are satisfied with the undertaking given by the Advocate for the Petitioner Company and also agree with proposed amendment sought by the Advocate for the Petitioner Company as mentioned hereinabove. The said undertaking is accepted.

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The Official Liquidator has filed his report dated March 21, 2013 in the Company Scheme Petition stating therein that the affairs of the Petitioner Company have been conducted in a proper manner and that the Petitioner Company may be ordered to be dissolved by this Court.

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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.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition filed by the Company is made absolute in terms of prayer clauses (a), (c) and (d).

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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

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Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order.

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Petitioner is directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per the relevant provisions of the Act.

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The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order.

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Filing and issuance of the drawn up order is dispensed with.

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All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

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(Ranjit More, J)

Reliance Clean Energy Private Ltd. v. ---

Case brief

What is this about?

What did the court decide?

Reliance Clean Energy Private Ltd. v. ---

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Cases cited

Statutes considered

Parties & counsel

Coram

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