1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.379 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.235 OF 2011 Esha News Monitoring Services Private Limited …… Petitioner/Transferor Company Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates for the Petitioner. Mr. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director. Mrs. R. N. Sutar, Asstt. Official Liquidator present. CORAM: S. C. Dharmadhikari, J Dated: 2nd December, 2011 PC: 1. Heard learned Counsel for parties. In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Esha News Monitoring Services Private Limited And In the matter of the Scheme of Amalgamation of – Esha News Monitoring Services Private Limited into Laser Dot Limited 2 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Esha News Monitoring Services Private Limited into Laser Dot Limited. 3. The Counsel appearing on behalf of the Petitioner has stated that the Petitioners 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 Company undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. The undertaking is accepted. 4. 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, the Regional Director has stated that: “(a) The Registered Office of the Transferee Company is situated in the State of Andhra Pradesh. Hence the present scheme of amalgamation between the Transferor and Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Andhra Pradesh in respect of Transferee Company. (b) Clause 5 & 6 of the scheme, provides for increase in the authorized share capital in the Transferee Company to the extent of Rs 13 crores which is 3 beyond the limit of combined authorized share capital (Rs 12.50 crores). 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 in respect of additional increase of authorized share capital to the extent of Rs 50 lacs by the Transferee Company.” 5. As far as the objection of the Regional Director in paragraph 6(a) of his Affidavit is concerned, the Petitioner through their counsel submits that the High Court of Andhra Pradesh has approved the present Scheme of Amalgamation between the Transferor and Transferee Company on 24th November, 2011. 6. So far as the objection of the Regional Director in paragraph 6(b) of his Affidavit is concerned, the Petitioner through their Counsel undertakes to comply with the provisions of Sections 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 for increase in respect of additional increase of authorized share capital to the extent of Rs.50 lacs by the Transferee Company. The said undertaking is accepted. 4 7. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in proper manner and that the Transferor Company may be ordered to be dissolved. 8. 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. 9. There is no further objection to the Scheme save and except, as stated in paragraph 4 above and since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.379 of 2011 filed by the Petitioner Company is made absolute in terms of prayer clause (a) of the Petition. 10. The Petitioner Company to lodge an authenticated copy of this Order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. 11. The Petitioner Company in the Company Scheme Petition No.379 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, Mumbai towards their costs. Costs to be paid within four weeks from today. 5 12. The Petitioner Company to file a copy of this order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, alongwith E-Form 21 in addition to the physical copy within 30 days from the date of issuance of the order by the Registry. 13. Filing and issuance of the drawn up order is dispensed with. 14. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. C. Dharmadhikari, J)