IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 466 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 384 OF 2011 TRIDENT TERMINALS PRIVATE LIMITED .....Petitioner/ Transferor Company. WITH COMPANY SCHEME PETITION NO. 467 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 385 OF 2011 ALBATROSS CFS PRIVATE LIMITED (now known as ALBARTROSS INLAND PORTS PRIVATE LIMITED) ……Petitioner / Transferee Company ALONGWITH COMPANY APPLICATION NO. 410 OF 2011 IN COMPANY SCHEME PETITION NO. 466 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 384 OF 2011. TRIDENT TERMINALS PRIVATE LIMITED, …….. Applicant Company AND COMPANY APPLICATION NO. 411 OF 2011 IN COMPANY SCHEME PETITION NO. 467 OF 2011. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 385 OF 2011. ALBATROSS CFS PRIVATE LIMITED, (now known as ALBARTROSS INLAND PORTS PRIVATE LIMITED) …….. Applicant 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 1 In the matter of Scheme of Amalgamation of TRIDENT TERMINALS PRIVATE LIMITED WITH ALBATROSS CFS PRIVATE LIMITED (now known as ALBARTROSS INLAND PORTS PRIVATE LIMITED) Mr. Rajesh Shah with Mr. Chandrakant Mhadeshwar i/b Rajesh Shah & Co., Advocate for the Petitioners in all Petitions Mrs. R. N. Sutar Asstt. Official Liquidator, present in CSP Nos. 382 of 2011, 383 of 2011 and 384 of 2011. Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions and Applications. CORAM: S. C. Dharmadhikari, J. DATE : 14th October, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation of TRIDENT TERMINALS PRIVATE LIMITED, the Transferor Company with ALBATROSS CFS PRIVATE LIMITED, the Transferee Company under Sections 391 to 394 of the Companies Act, 1956. 3. The Counsel for the Petitioner submits that the name of the Transferee Company has been changed as “ALBARTROSS INLAND PORTS PRIVATE LIMITED”. Therefore, both the Petitioner Companies have taken out respective Company Application Nos. 410 of 2011 and 411 of 2011 seeking 2 amendments in the Petition as well as in the proposed Scheme. Both the Company Applications which are placed on board alongwith the respective Company Scheme Petitions, are made absolutes in terms of prayers clause (a) of the respective Company Applications. Amendment to be carried out within two weeks from today 4. Counsel appearing on behalf of the Petitioners have stated that the Petitioners 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 thereunder. The said undertaking is accepted. 5. The Official Liquidator has filed his report in CSP Nos. 466 of 2011 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and 6(b) of the said Affidavit, it is stated that:- 3 (a) As per clause 10.1 of the scheme, the Transferee Company shall to extent required, increased its authorized share capital to facilitate issue of equity shares under the scheme. In this connection the Transferee Company may be directed to comply with provision of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. (b) Clause No. 12.3 of the Scheme states that the excess if any, of the value of assets over the value of liabilities of Transferor Company shall be reflected in the General Reserve Account of the Transferee Company. In this connection it is submitted that the Reserve arising out of this scheme shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 7. So far as the objection in paragraph 6(a) of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes to comply with provision of section 94/97 read with Schedule X of the Companies Act, 1956, in respect of filing of necessary forms with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The said undertaking is accepted 8. So far as the objection in paragraph 6(b) of the Affidavit of Regional Director is concerned, the Transferee Company through its counsel undertakes that the Transferee Company shall not utilize the reserve created out of the present Scheme of Amalgamation for the purpose of declaration of dividend. The said undertaking is accepted. 4 9. From the material placed 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 has come forward to oppose the Scheme. 10. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No. 466 of 2011, by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and the Company Scheme Petition No. 467 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 11. 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. 12. Petitioner is directed to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry. 13. The Petitioners in all Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, 5 Mumbai and the Petitioners in the Company Scheme Petition No. 466 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. C. Dharmadhikari, J.) 6