IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 374 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 367 OF 2010 AERO TRANS (INDIA) PRIVATE LIMITED …………Petitioner /First Transferor Company. AND COMPANY SCHEME PETITION NO. 375 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 368 OF 2010 GLINK EXPRESS CARGO PRIVATE LIMITED. …………Petitioner / Second Transferor Company. AND COMPANY SCHEME PETITION NO. 376 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 369 OF 2010 MERCHANT TRAVELS PRIVATE LIMITED …………Petitioner / Third Transferor Company. WITH COMPANY SCHEME PETITION NO. 377 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 370 OF 2010 UNIMARINE AGENCIES PRIVATE LIMITED ………Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956; AND 1 In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AERO TRANS (INDIA) PRIVATE LIMITED, GLINK EXPRESS CARGO PRIVATE LIMITED and MERCHANT TRAVELS PRIVATE LIMITED with UNIMARINE AGENCIES PRIVATE LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners in all Petitions. Ms. Jyotsna Pandhi i/b Mr. S.K. Mohapatra for Regional Director in all Petitions. Dr. T. Pandian, Dy. Official Liquidator, present in CSP Nos. 374 of 2010 to 376 of 2010. CORAM: S. J. Kathawalla, J. DATE: 15th October, 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 AERO TRANS (INDIA) PRIVATE LIMITED, GLINK EXPRESS CARGO PRIVATE LIMITED and MERCHANT TRAVELS PRIVATE LIMITED with UNIMARINE AGENCIES PRIVATE LIMITED. 3. Counsel appearing on behalf of the Petitioners states that the Petitioner Companies have complied with all requirements as per the directions of this Court and they have filed necessary 2 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 thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6 of the Affidavit the Scheme does not appear to be prejudicial to the interest of shareholders and public. In Paragraph 6 of the said Affidavit the Regional Director has stated that:- “Part C of clause 11.2 of the Scheme provides for allotment of new shares by the Transferee Company to the shareholders of Third Transferor Company except the shares held by the First Transferor Company to the extent of 79800 equity shares in the capital of the Third Transferor Company. However it is noticed that neither the Third Transferor Company nor the First Transferor Company is subsidiary of Transferee Company. In this regard the Transferee Company has clarified vide its letter dated 05/10/2010 that the shares held by First Transferor Company in the Transferee Company would be cancelled and exchange ratio is worked out accordingly. It is therefore respectfully submitted that, for taking over assets of Third Transferor Company by Transferee Company, without giving any consideration in respect of 79800 equity shares held by First Transferor Company, it would amount to a gain in the hands of Transferee Company. It is 3 therefore respectfully further submitted that the tax liability if any, arising on this account has to be paid by the Transferee Company and hence Transferee Company may be directed to give an undertaking in this regard.” 5. The Counsel appearing for the Petitioner Company states that there is typograpical mistake in the lines 6 and 7 of the report of the Regional Director. The words mentioned in said Paragraph needs to be read as “ that the shares held by First Transferor Company in the Third Transferor Company would be cancelled” instead of “ that the shares held by First Transferor Company in the Transferee Company would be cancelled”. Counsel on behalf of the Petitioner Companies undertakes that the Transferee Company will pay the tax liability, if any, arising on cancellation of shares of the First Transferor Company. The undertaking is accepted. 6. The Official Liquidator has filed a report stating that the affairs of the Transferor Companies have been conducted in a proper 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. None of the parties concerned have come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 374 of 2010 to 376 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (j) and Company Scheme Petition Nos. 377 4 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (k). 9. The Petitioner Companies 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. 10. The Petitioner Companies in all the Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in the Company Scheme Petition Nos. 374 to 2010 to 376 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order alongwith the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 5