In Re: Reliance Communications Infrastructure Ltd.

Disposition Application dismissed Court Mumbai Decided Jun 19, 2009

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Citation: sooperkanoon.com/366453
Court: Mumbai High Court
Judge: A.M. Khanwilkar, J.
Decided On: Jun 19, 2009
Case Number: C.P. Nos. 375 and 376 of 2009 connected wth C.A. Nos. 219 and 520 of 2009
Subject: Company
Disposition: Application dismissed

Case Summary

AI-generated summary - not the official court judgment text.

- Section 34: [D.K. Deshmukh, S.J. Vazifdar & J.P. Devadhar, JJ] Court fee on Petition under Section 34 of the Act Bombay Court Fees Act (36 of 1959), Schedule I, Article 3, Schedule II, Article 1(f)(iii) Held, According to Article 3 of Schedule I, on any plaint, application or petition or memorandum of appeal for...

Key legal issue: Company
Outcome / disposition: Application dismissed
Acts & sections: Companies Act, 1956 - Sections 78, 100 to 103 and 391 to 394; Companies Ruels

Parties & Advocates

Appellant / Petitioner

In Re: Reliance Communications Infrastructure Ltd.;

Advocate Janak Dwarkadas and; Rajesh Shah, Advs., instructed by Rajesh Shah and Co.;N. Venkataram, Adv., instructed by Madekar and Co.

Respondent

Advocate Yogesh Bhate, Adv., instructed by S.K. Mohapatra for Regional Director

Legal References

Acts: Companies Act, 1956 - Sections 78, 100 to 103 and 391 to 394; Companies Ruels
Reported In: [2009]151CompCas538(Bom)

Excerpt

.....reference in any other enactment to the provisions so repealed shall, unless a different intention appears, be construed as references to the provisions so re-enacted. in the present case, it is common ground that the former enactment is the 1940 act, the new enactment is the 1996 act and any other enactment is the bombay court fees act, the only provision of the 1940 act referred to in article 3 of schedule 1 of the bombay court fees act is the provisions of section 33 of the 1940act and bare comparison of that provision with the provisions of sub-section (1) of section 34 of the 1996 act shows that the provision of section 33 of 1940 act is repealed and re-enacted in sub-section (1) of section 34 of the 1996 act with slight modification. therefore, reference to the provisions of section 33 of the 1940 act in article 3 of schedule-i of the bombay court fees act has to be construed, in view of the provisions of section 8 of the general clauses act, as reference to the provisions of section 34 of the 1996 act. so far as an appeal filed under section 37 of the 1996 act is concerned, perusal of section 37 shows that an appeal is provided to the appellate court against an order setting aside an arbitral award or refusing to set aside an arbitral award under section 34. thus, as the provisions of article 3 of schedule-i do not apply to an application or petition filed under section 34 of the 1996 act, they will also not apply to the memorandum of appeal filed to set aside or modify an award made by the arbitrator under the 1996 act. in other words nothing contained in article 3 of schedule-i of the bombay court fees act applies to an application, petition or memorandum of appeal to set aside or modify any award made under the 1996 act as it does not apply to an application or petition or memorandum of appeal to set aside or modify an award made under the arbitration act, 1940. perusal of the provisions of section 8 of the general clauses act shows that references in..........as per directions of this court and they have filed necessary affidavits of compliance in the court. moreover, the petitioner-companies also undertake to comply with all the statutory requirements, if any, as required under the companies act, 1956 and the rules made thereunder.4. the regional director has filed an affidavit stating therein that the scheme is not prejudicial to the interest of the creditors, shareholders and the public. however, in paragraph 6 of his affidavit, he has stated that the petitioner-companies may be directed to furnish an undertaking that no employees would be adversely affected from or due to the implementation of the scheme.5. accordingly, mr. hari nair, authorised signatory of the petitioner/demerged company has filed an affidavit dated june 17, 2009, wherein he has stated that the demerged company does not have any staff and the employees engaged in or in relation to the treasury activities, and has given an undertaking that all the existing employees of the demerged company would continue to remain so as per the terms of their employment with the demerged company and hence the employees of the demerged company would not be adversely affected from or due to the implementation of the scheme. this assurance is accepted.6. upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. none of the parties concerned have come forward to oppose the scheme. moreover, the regional director has stated that the scheme as proposed is not prejudicial to the interest of the shareholders, creditors and the public.7. since all the requisite statutory compliances have been fulfilled and objections raised by the intervenor have been answered by counsel for the petitioners, company petitions nos. 375 of 2009 and 376 of 2009 filed by the petitioner-companies are made absolute in terms of prayer clauses (a) to (d) and.....

Full Judgment

A.M. Khanwilkar, J.

1. Heard learned Counsel for the parties.

2. The sanction of the court is sought under Sections 391 - 394 read with Sections 78 and 100 - 103 of the Companies Act, 1956, to the scheme of arrangement between Reliance Communications Infrastructure Ltd. ('the demerged company') and Reliance Telecom Ltd. ('the resulting company') and their respective shareholders and creditors.

3. Counsel appearing on behalf of the petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the court. Moreover, the petitioner-companies also undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder.

4. The Regional Director has filed an affidavit stating therein that the scheme is not prejudicial to the interest of the creditors, shareholders and the public. However, in paragraph 6 of his affidavit, he has stated that the petitioner-companies may be directed to furnish an undertaking that no employees would be adversely affected from or due to the implementation of the scheme.

5. Accordingly, Mr. Hari Nair, authorised signatory of the petitioner/demerged company has filed an affidavit dated June 17, 2009, wherein he has stated that the demerged company does not have any staff and the employees engaged in or in relation to the treasury activities, and has given an undertaking that all the existing employees of the demerged company would continue to remain so as per the terms of their employment with the demerged company and hence the employees of the demerged company would not be adversely affected from or due to the implementation of the scheme. This assurance is accepted.

6. Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of the shareholders, creditors and the public.

7. Since all the requisite statutory compliances have been fulfilled and objections raised by the intervenor have been answered by counsel for the petitioners, Company Petitions Nos. 375 of 2009 and 376 of 2009 filed by the petitioner-companies are made absolute in terms of prayer Clauses (a) to (d) and (a) to (c), respectively.

8 The petitioner-companies to lodge a copy of this order and the scheme with the concerned Superintendent of Stamps for the purpose 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.

9. The Income-tax Department will be free to examine the aspect of any tax payable as a result of the scheme by either of the two entities. The petitioners undertake that they will not urge before the income-tax authorities that the issue of taxability cannot be gone into by reason of the order passed by this hon'ble court.

10. The petitioners in all the company petitions to pay costs of Rs. 7,500 each to the Regional Director in the Company Petitions Nos. 375 of 2009 and 376 of 2009. Costs 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 the scheme duly authenticated by the Company Registrar, High Court, Bombay.

13. There are two applications which are on Lodging Nos. 672 of 2009 and 673 of 2009 filed by Rajkot Saher/Jilla Grahak Suraksha Mandal and Another, the intervenor in the present company petitions. Since the main petitions have already been disposed of, nothing survives in the company applications hence dismissed and disposed of.

Same Court & Year Mumbai · 2009 Same Parties In Re: Reliance Communications Infrastructure Ltd.; vs Same Subject Company Same Judge A.M. Khanwilkar, J. Acts & Sections Companies Act, 1956 - Sections 78, 100 to 103 and 391 to 394;...

Company