IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.646 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.867 OF 2008 Jet-Aiu Skyline Transport Private Limited ...Petitioner / Demerger Company COMPANY PETITION NO.647 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.868 OF 2008 Arya Omnitalk Radio Trunking Services Private Limited ...Petitioner / Resulting Company IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391, 392, 393 AND 394 OF THE COMPANIES ACT, 1956 Mr. Kunal Vajani and Mr. Pervez Bapuna i/b. M/s. Wadia Ghandy & Co., for the Petitioner Companies Mr. D. A. Dubey and Mr. N. D. Sharma i/b. Mr. S. K. Mohopatra for the Regional Director Coram: A. M. Khanwilkar J. Date: 24 th October, 2008 PC: 1. Heard Counsel for the 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 Jet-Aiu Skyline Transport Private Limited, the Demerger Company into Arya Omnitalk Radio Trunking Services Private Limited, the Resulting Company. 3. Counsel appearing on behalf of the Petitioner Companies 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 this Court. Moreover, the Demerger and Resulting Company 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 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 2 Ministry of Communications & Information Technology, Department 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. 5. 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 09 th June, 2003, if applicable. The said undertaking is accepted. 6. 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. 7. Counsel appearing on behalf of the Petitioner Companies submits that the consideration for the demerger PMRTS Business 3 Division of the Demerger Company into the Resulting Company is a lumpsum consideration of Rs.6,24,488/- . Counsel appearing on behalf of the Petitioner Companies 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. 8. 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 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. 9. 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, this Petition is made absolute in terms of prayer clauses (a) to (c). 4 10. The Transferor and Transferee 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. 11. The Transferor and Transferee Company to pay costs of Rs.7,500/- each to the “Regional Director”. 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 alongwith the Scheme, duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 5