IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.656 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.877 OF 2008 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391, 392, 393 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER ARYA OMNITALK RADIO TRUNKING SERVICES PRIVATE LIMITED, COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND HAVING ITS REGISTERED OFFICE AT 3RD FLOOR, “LINGFIELD PLAZA”, SURVEY NO.66/67, SALUNKE VIHAR ROAD, WANOWRIE, PUNE – 411040 AND IN THE MATTER OF SCHEME OF ARRANGEMENT FOR THE DEMERGER OF THE PUBLIC MOBILE RADIO TRUNKING SERVICES (“PMRTS”) BUSINESS DIVISION OF THE UNITED LINER AGENCIES OF INDIA (PRIVATE) LIMITED INTO ARYA OMNITALK RADIO TRUNKING SERVICES PRIVATE LIMITED. ARYA OMNITALK RADIO TRUNKING SERVICES PRIVATE LIMITED …PETITIONER / RESULTING COMPANY Coram: A. M. Khanwilkar J. Date: 24 th October, 2008 Mr. Kunal Vajani and Mr. Pervez Bapuna i/b. M/s. Wadia Ghandy & Co., for the Petitioner Company Mr. M. S. Bhardwaj and Mr. S. D. Bhosle i/b. Mr. S.K. Mohopatra for the Regional Director PC: 1. Heard Counsel for parties. 1 2. The sanction of the Court is sought under the Sections 391 to 394 of the Companies Act, 1956 in respect of Scheme of Arrangement for the demerger of the Public Mobile Radio Trunking Services (“PMRTS”) Business Division of United Liner Agencies of India (Private) Limited, the Transferor / Demerger Company into Arya Omnitalk Radio Trunking Services Private Limited , the Transferee / Resulting Company. 3. The Registered Office of United Liner Agencies of India (Private) Limited, the Demerger Company is situated at Kolkata, in the state of West Bengal. The Counsel appearing on behalf of the Resulting Company states that as on 23 rd September, 2008, the Hon’ble High Court of Calcutta has, by an under an order of like date, admitted the Petition of the Demerger Company for sanction of the present Scheme of Arrangement for Demerger. The Counsel appearing on behalf of the Resulting Company also states that the Demerger Company is in the process of complying with the directions of the Hon’ble High Court of Calcutta. 4. Counsel appearing on behalf of the Resulting Company has stated that it has complied with all the requirements as per directions of this Court and it has filed necessary affidavits of compliance in this Hon’ble Court. Moreover, the Resulting Company also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 5. The Regional Director has filed an affidavit stating therein that the Resulting Company may be directed to obtain the necessary approvals from the Ministry of Communications & Information Technology, Department of Telecommunications for transfer of licenses after the sanction of Scheme by this Hon’ble High Court pursuant to the Ministry of Communications & Information Technology Letter NO. 820-1/2003- LR dated 09th June, 2003, in which Ministry of Communications & Information Technology, Department 2 of Telecommunications has clarified that the Licensee may transfer or assign the License Agreement with prior written approval of the Licensor, even in the cases of scheme of amalgamation or restructuring i.e. Merger or Demerger under Section 391/394 of the Companies Act, 1956. 6. Counsel appearing on behalf of the Resulting Company submits that the Resulting Company undertakes to obtain the necessary approvals from the Ministry of Communications & Information Technology, Department of Telecommunications, as per the letter No.820- 1/2003- LR dated 09th June, 2003, if applicable. The said undertaking is accepted. 7. The Regional Director in its said affidavit has further stated that the present Scheme of Arrangement does not provide for reduction of share capital nor any adjustment in Reserve Account by way of Accounting Treatment in respect of Transfer of Demerged Undertaking of the Demerged Company into the Resulting Company. 8. Counsel appearing on behalf of the Resulting Company submits that the consideration for the demerger PMRTS Business Division of the Demerger Company into the Resulting Company is a lumpsum consideration of Rs.1,00,63,868/- . Counsel appearing on behalf of the Resulting Company further submits that there is no transfer of share capital from the Demerger Company into the Resulting Company. Therefore, the question of providing for reduction of share capital or any adjustments in the Revenue Account by way of Accounting Treatment in respect of Transfer of Demerged Undertaking of the Demerged Company into the Resulting Company, does not arise. 9. On having heard Counsel for the parties and upon perusal of the entire material on record, the Scheme appears to be fair and reasonable and is not 3 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. 10. There are no objections to the Scheme, save and except as stated in hereinabove, and all the requisite statutory compliances have been fulfilled by the Petitioner Companies. Accordingly, subject to the orders of the Hon’ble High Court of Calcutta, this Petition is made absolute in terms of prayer clauses (a) to (c). 11. The Resulting Company 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 authenticated and/or certified copy of this Order. 12. The Resulting Company to pay costs of Rs.7,500/- to the “Regional Director”. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this Order alongwith the Scheme, duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4