1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO 666 OF 2008 CONNECTED WITH COMPANY APPLICATION NO 1023 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Prithvi Prakashan Private Limited and Lokmat Newspapers Private Limited and their respective shareholders Prithvi Prakashan Private Limited ….Petitioner/ Demerged Company AND COMPANY PETITION NO 667 OF 2008 CONNECTED WITH COMPANY APPLICATION NO 1024 OF 2008 Lokmat Newspapers Private Limited …. Petitioner/ Resulting Company Mr. Hemant Sethi i/by Hemant Sethi & Co. for the Petitioners. Ms. Purnima Awasthi i/b. Mr. S.K Mohapatra for Regional Director in both the Petitions. CORAM: S.A BOBDE, .J. DATE: 5th SEPTEMBER, 2008 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 Arrangement between Prithvi Prakashan Private Limited and Lokmat Newspapers Private Limited and their respective shareholders as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioners 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 Companies 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 Scheme is not prejudicial to the interest of the creditors and shareholders and the public. 5. 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. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of the creditors and shareholders and the public. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petitions No. 666 of 2008 and 667 of 2008 are made absolute in terms of prayer clause (a) of the respective Petitions. 7. The Petitioner Companies to file the authenticated copy and/ or the certified copy of this Order with the Registrar of Companies, Mumbai, Maharashtra, within 30 days of obtaining the authenticated and/or certified copy of this Order or such extended time as this Hon’ble Court shall grant. 8. The Resulting Company to lodge 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 or such extended time as this Hon’ble Court shall grant. 9. The Petitioners in both the Company Petitions to pay cost of Rs. 7,500/- each to the Regional Director. Costs to be paid within 4 weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (S. A. BOBDE, J.)