IN RE: RELIANCE COMMUNICATIONS LTD. Vs. STATE

JUDGEMENT

(1.) THESE petitions are filed by the Petitioners to obtain sanction of this Hon'ble Court to the scheme of arrangement between Reliance Communications Ltd. (Petitioner in Company Petition No. 487/2009 (hereinafter referred to as the 'demerged company') and Reliance Infratel Ltd. (Petitioner in Company Petition No. 488/2009 (hereinafter referred to as 'the resulting company') and their respective shareholders and creditors where under the Optic Fiber Undertaking of the demerged company shall stand transferred to and vested in the resulting company with effect from the appointed date in terms of the scheme without any further act or deed pursuant to Section 394 of the Companies Act, 1956.

(2.) THE demerged company was incorporated under the provisions of the Indian Companies Act, 1956, in Mumbai on 15 July 2004 under the name 'Reliance Infrastructure Developers Private Limited'.. Subsequently, the said name has undergone change and the present name of the demerged company is 'Reliance Communications Limited' with effect from 7 June, 2006. On the other hand, resulting company was incorporated on 16 April 2001 in the name and style of 'Reliance Communications Rajasthan Private Limited'. Subsequently, that name has been changed and the present name of the resulting company is 'Reliance Infratel Limited'. The resulting company is a subsidiary of the demerged company. Originally, the demerged company held 100% shares in the resulting company. However, at present, it has been reduced to 95%, and 5% shares in the resulting company are held by institutions and banks.

(3.) INSOFAR as the material provisions of the proposed scheme are concerned, I shall advert to the same while dealing with the objections of the intervenors. Suffice it to observe that the arrangement is of transfer and vesting of Optic Fiber Undertaking of the demerged company into resulting company for consideration subject to non -exclusive right of the demerged company to use the Optic Fiber. The fair value of consideration for such transfer and vesting was done by R.B. Shah and Associates and certificated by Chaturvedi and Shah, Chartered Accountants.