1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO 529 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION 484 OF 2010 In the matter of the Companies Act, 1956; AND In the matter of sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Arrangement between Mid-Day Multimedia Limited (Transferor Company) and Jagran Prakashan Limited (Transferee Company) and their respective shareholders and creditors. Mid-Day Multimedia Limited.........Petitioner Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners. Mr. N.D Sharma, i/b Mr. S. K. Mohapatra for Regional Director. CORAM: S.J. KATHAWALLA, J DATE: 15th OCTOBER 2010 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 a Scheme of Arrangement between Mid-Day Multimedia Limited, the Petitioner/ Transferor Company and Jagran Prakashan Limited, the 2 Transferee Company and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed his affidavit, inter alia, stating therein that save and except as stated in paragraphs 6(a) & 6 (b), the scheme is not prejudicial to the interest of shareholders and public. In Paragraph 6 (a) & 6 (b), the Regional Director has stated that: (a) “That the Deponent further submits that the Registered office of the Resulting Company is situated in the State of Utter Pradesh. Hence the Resulting Company has to file similar petition before the Hon’ble High Court of Utter Pradesh for approving the said Scheme”. (b) “The Petitioner Company was inspected under Section 209 A of the Companies act, 1956 during the year 2007-08 by the Registrar of Companies, Mumbai. It is respectfully submitted that the inspecting officer has pointed out certain violations in respect of the Demerged Company and the same is under consideration for further action by the appropriate authority.” 3 5. As far as the observation made in paragraph 6 (a) is concerned, the Counsel for the Petitioner states that Petition has been filed by the Resulting Company before the Allahabad High Court and the same is still pending. 6. As far as the objection in paragraph 6 (b) is concerned, the learned Counsel for the Petitioner states that all the documents as required by the Inspecting Officer were forwarded by the Petitioner Company by letter dated 3rd January 2008 and that the Petitioner Company has not received any further queries from the Inspecting Officer. 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, the Company Scheme Petition No 529 of 2010 is made absolute in terms of prayer clause (a) of the petition. 9. The Petitioner 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 order. 4 10. The Petitioner to pay costs of Rs.10,000/- to the Regional Director. 11. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. 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.J. KATHAWALLA, J)