IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.489 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.350 OF 2011 In the matter of Companies Act I of 1956; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Dreamz and Filmz Private Limited (Transferor Company) With Red Chillies Entertainments Private Limited (Transferee Company) Dreamz and Filmz Private Limited … Petitioner (Transferor Company) AND COMPANY SCHEME PETITION NO.488 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.351OF 2011 Red Chillies Entertainments Private Limited ... Petitioner (Transferee Company) Ms. Khooshnum R. Daviervala, i/b Mulla & Mulla & Craigie Blunt & Caroe, Advocates for the Petitioners in both Petitions. Mrs. R. N. Sutar, Asst. Official Liquidator, present in C.S.P. No.489 of 2011. Mr. A. R. Varma and Mr. Jimmy Avasia i/b. Mr. H. P. Chaturvedi for Regional Director in both the Petitions. 2 Coram: S. C. Dharmadhikari J. Dated : 23rd December, 2011 PC: 1. Heard learned Advocate for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Dreamz and Filmz Private Limited with Red Chillies Entertainments Private Limited. 3. The Advocate appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per the directions of this Court and they have filed necessary Affidavits of Compliance in the Court. Moreover, Petitioners 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 Official Liquidator has filed his report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 5. The Regional Director has filed an Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 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. 3 7. Since all the requisite statutory compliance have been fulfilled, Company Scheme Petition Nos. 488 of 2011 and 489 of 2011 are made absolute in terms of prayer clauses (a) and (b) of the respective Petitions. 8. The Petitioners in the Company Scheme Petition Nos. 488 of 2011 and No. 489 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner in Company Scheme Petition No. 489 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9. The Petitioners 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 the Order. 10. The Petitioners to file a copy of this Order alongwith a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the Order by the Registry. 11. Filing and issuance of the drawn up Order is dispensed with. 12. All concerned authorities to act on a copy of this Order alongwith the Scheme duly authenticated by Company Registrar, High Court (O.S.), Bombay. (S. C. Dharmadhikari J.)