1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 714 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.845 OF 2008 ASIANET COMMUNICATIONS LIMITED …PETITIONER /TRANSFEROR COMPANY AND COMPANY PETITION NO. 710 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.846 OF 2008 ASIANET INFRASTRUCTURE PRIVATE LIMITED ..PETITIONER /TRANSFEREE COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF ASIANET COMMUNICATIONS LIMITED AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN ASIANET COMMUNICATIONS LIMITED WITH ASIANET INFRASTRUCTURE PRIVATE LIMITED Mr.Nimish Pandya i /b Pandya & Co for the Petitioner. Mr.C.J. Joy with Ms Nisha Valani i/b Mr. S.K.Mohapatra for Regional Director in both petitions. CORAM: S.A.BOBDE , J. DATE : 25TH SEPTEMBER, 2008. 2 PC: 1. Heard Learned Counsel for the parties. 2. The sanction of the Court has been sought under Section 391 to 394 of the Companies Act,1956 to the Modified Scheme of Arrangement between ASIANET COMMUNICATIONS LIMITED WITH ASIANET INFRASTRUCTURE PRIVATE LIMITED. 3. The Counsel on behalf of the Petitioners has stated that they have complied with all requirements as per direction of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory requirements ,if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. By an Order dated 27th June, 2008 , passed by this Court in Company Application No. 845 of 2008 connected with Company Petition No. 714 of 2008 , the Applicant/Petitioner/Transferor Company was directed to convene the meeting of its Equity Shareholders on 24th July, 2008 for the purpose of considering and if thought fit, approving with or without modification , the arrangement embodied in the Scheme of Arrangement of Asianet Communications Limited , the Applicant /Transferor Company with Asianet Infrastructure Private Limited., the Transferee Company. 5. Accordingly the meeting of the Equity Shareholders of the Petitioner/Transferor company was held on 24th July, 2008 and the Chairman appointed for the said meeting has filed his report in this Court. A copy of the said Report is annexed as Exhibit “H” to the Company Petition No. 714 of 2008 filed by the Transferor Company . As stated in the said Report, some consequential amendments were suggested to the proposed Scheme and the same was unanimously approved by all the shareholders present at the 3 meeting. A copy of the Modified Scheme of Arrangement is annexed as Exhibit “I” to the said Petition. 6. The Regional Director has filed his affidavit stating therein that the Scheme is not prejudicial to the interest of shareholders, creditors and public. So far as the objection raised in paragraph No. 6 of the said Affidavit is concerned, the Transferee Company undertakes to comply with the provisions 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 stamp duty and ROC fees, as applicable. The said undertaking is acceptable . 7. Upon perusal of the entire material placed on record, the modified scheme appears to be fair and reasonable and is not violative to any provisions of law and is not contrary to any public policy. None of the parties concerned has come forward to oppose the Modified Scheme as proposed. 8. There is no objection to the Modified Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.714 of 2008 filed by the Transferor Company and 710 of 2008 filed by the Transferee Company are made absolute in terms of prayer clauses (a) to (g) of the respective petitions . 9. The Petitioner Companies to lodge a copy of this Order and the modified 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 certified copy and/or an authenticated copy of the Order. 10. The Petitioner companies to pay cost of Rs.7500/- each to the Regional Director within four weeks from the date of the order. 11. Filing and issuance of the Drawn Up Order is dispensed with. 4 12. All authorities concerned to act on a copy of this order alongwith Modified Scheme of Arrangement duly authenticated by the Company Registrar, High Court,Bombay. (S.A.Bobde J.)