1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.427 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 409 OF 2011 Bennett, Coleman & Company Limited ... Petitioner/ Demerged Company In the matter of the Companies Act, 1956; And In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited. AND COMPANY SCHEME PETITION NO.428 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 410 OF 2011 Bennett Property Holdings Company Limited….. Petitioner/ Resulting Company In the matter of the Companies Act, 1956; And 2 In the matter of Petition under Sections 391 to 394 read with Sections 100 to 104, of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited. Mr. Iqbal M. Chagla, Senior Advocate with Mr. Nikhil Sakhardande and Mr. Tapan Deshpande, Advocates i/b Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Petitioners in both Petitions. Mr. J.P.Avasia and Mrs. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. Coram : S. C. Dharmadhikari, J. Date: 14th October, 2011 PC: 1. Heard learned Counsel for the Parties. 2. The sanction of the Court is sought to a Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited, the Petitioner Company in Company Scheme Petition No. 428 of 2011 under Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956. 3 3. Counsel appearing on behalf of both the Petitioner Companies has stated that both the Petitioner Companies have complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Both 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. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph 6 of the Affidavit, it appears that the Scheme is not prejudicial to the interest of its shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:- “6. As per clause 34 of the Scheme provides for increase in the authorized share capital of the Transferee Company. In this connection the Transferee Company may be directed to comply with 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 filing fee and stamp duty as applicable on the said forms.” 5. So far as the objection in paragraph 6 of the Affidavit of the Regional Director is concerned, Counsel on behalf of the Petitioner Company in Company Scheme Petition No. 428 of 2011 i.e. the Transferee Company/Resulting 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 form with the Registrar of Companies after payment of necessary filing fee and stamp duty as applicable on the said forms. The undertaking is accepted. 4 6. 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. 7. Since all requisite statutory compliances have been fulfilled, Company Scheme Petition No. 427 of 2011 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (f) and the Company Scheme Petition No. 428 of 2011 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (i) save and except the modification/deletion as bracketed in clause 45(a) at pgs. 40 & 41 of the Petition. 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High (O.S.), Bombay, with the concerned Superintendent of Stamps, for purposes of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 9. The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme of Arrangement and Form of Minute (Exhibit J to the Company Scheme Petition No. 428 of 2011) attached thereto 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. 10. The Petitioner Companies in both the Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from the date of the order. 5 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with Scheme and Form of Minute (Exhibit J to the Company Scheme Petition No. 428 of 2011) attached thereto, duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari, J.)