1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 1034 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1510 OF 2009. AND COMPANY PETITION NO. 1035 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1511 OF 2009. AND COMPANY PETITION NO. 1036 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1512 OF 2009. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 and 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation BETWEEN The Oceanic Shipping Agency Private Limited .. Transferor Company AND Marine Transport Company Private Limited … Transferor Company WITH Transocean Shipping Agency Limited … Transferee Company 2 Mr. Khushroo K. Driver, Advocate for Petitioner Company. Mr. C. J. Joy with Mr. V. P. Savant instructed by Mr. S.K. Mohapatra for Regional Director in all the Petitions. Mr. P Ramarao, Official Liquidator in all Petitions. CORAM : S. J. Kathawalla, J. DATE: 9th September, 2010. PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation between The Oceanic Shipping Agency Private Limited and The Marine Transport Company Private Limited with Transocean Shipping Agency Private Limited and their respective shareholders and creditors under the Scheme of Amalgamation of The Oceanic Shipping Agency Private Limited and The Marine Transport Company Private Limited with Transocean Shipping Agency Private Limited. 3. The 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 the Court. Moreover, the Petitioner Company undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956, and the rules made there under. The undertaking is accepted. 4. The Regional Director has filed an Affidavit dated 16th June, 2010, inter alia, stating therein that save and except as stated in paragraph 6, the scheme does not appear to be prejudicial to the interest of shareholders and public The paragraph 6 of the Affidavit reads as under:- 3 “6. The Para 6 of the said Affidavit reads as under:- “6. That the Deponent further submits that (i) In Clause 22 of the scheme the period fixed for approving the scheme by 30/09/2008 which has already expired. In this connection Board of Directors of the Petitioner Companies may be directed to take necessary steps to extend the date by passing Board Resolution before giving effect to the scheme if this Hon’ble High Court approves the scheme. (ii) As per submission made in Clause 12.2 of the scheme there is no such clause No. 13.3 to 13.13 in the scheme. In this connection petitioner companies may be directed to make necessary correction/ amendments accordingly”. 5. The Resulting Company has tendered an Affidavit dated 16th August, 2010 of Mr. Tushad Dubash, the Director of the said Company. In the said Affidavit, the Resulting Company has agreed to alter and amend the relevant clause nos. of the Scheme of Amalgamation as per the Report of the Regional Director as mentioned in 6 (ii) above as the same are typographical errors. The Counsel for the Petitioner Companies submits that as per the point raised by the Regional Director in 6 (i) above, the Petitioner Companies have passed necessary Board Resolutions dated 16th July, 2010, extending the date from 30-09-2008 to 31-10-2010. The Counsel therefore seeks leave of this Hon’ble Court to amend the Scheme by making necessary changes. The leave to amend is granted and the amendment to be carried out within two weeks from today. 6. The Official Liquidator has field in its report, stating that the affairs of the Transferor Company has been conducted in a proper 4 manner and that the Transferor Companies may be ordered to be dissolved. 7. 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. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 1034 of 2009, 1035 of 2009 and 1036 of 2009 are made absolute in terms of prayer in clause 52 (a) to (l) of the respective Petition. 9. The Resulting Company to lodge a copy of this Order and the Scheme, duly authenticated by the Company Registrar, High Court, 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 this Order. 10. The Petitioner Companies in all Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner Companies in CP NO. 1034 of 2009, 1035 of 2009 and 1036 of 2009 to pay cost of Rs. 10,000/- each to the Official Liquidator, High Court, Mumbai. Costs to be paid within four weeks from the date of the Order. 11. Filing and issuance of the drawn up Order is dispensed with. 12. All authorities concerned to act on a copy of this Order duly authenticated by Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.)