IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 940 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1092 OF 2009 JUPITER AIR (INDIA) PRIVATE LIMITED …………Petitioner / Transferor Company. WITH COMPANY PETITION NO. 939 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1093 OF 2009 JTB JUPITER EXPRESS SERVICES PRIVATE LIMITED ………..Petitioner / Transferee Company. In the matter of the Companies Act 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 JUPITER AIR (INDIA) PRIVATE LIMITED with JTB JUPITER EXPRESS SERVICES PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. C. J. Joy and Vinod Joshi i/b Mr. S.K. Mohapatra for Regional Director in both Petitions. Mr. P. Ramarao, Official Liquidator, present in Company Petition No. 940 of 2009. CORAM: S. J. Kathawalla, J. DATE: 12th March, 2010. PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of JUPITER AIR (INDIA) PRIVATE LIMITED with JTB JUPITER EXPRESS SERVICES PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners states that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. Undertaking is accepted. 4. The Regional Director has filed an affidavit stating that save and except as stated in paragraph 6 thereof the scheme dose not appear not prejudicial to the interest of the shareholders and the public. The paragraph 6 of the said affidavit reads thus:- 2 “That the Deponent further submits that, the combined authorized capital of the Transferor Company and Transferee Company will take effect on date of entry in MCA 21 data base pursuant to Section 97 of the Companies Act, 1956 instead of “effective date” as stated in para 7 of the scheme.” 5. The Counsel for the Regional Director states that the words “instead of “effective date” as stated in para 7 of the scheme.” appearing in paragraph 6 of Affidavit of Regional Director is a typographical mistake and same need to be read as “stated in paragraph 12 of the Scheme.” 6. In view of the aforesaid objection raised by the Regional Director, the Petitioner/Transferee Company undertake through their Counsel to give effect to the combined authorized capital of the Transferor Company and Transferee Company on date of entry in MCA 21 data base pursuant to Section 97 of the Companies Act, 1956. The said undertaking is accepted. 7. The Official Liquidator has filed a report stating 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. 8. 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 have come forward to oppose the Scheme. 3 9. Since all the requisite statutory compliances have been fulfilled, Company Petition No. 940 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No. 939 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 10. 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 Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 11. The Petitioner Companies in both Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in the Company Petition No. 940 of 2009 to pay costs of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4