1 THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 28 OF 2011 IN COMPANY APPLICATION NO. 521 OF 2010 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 544 OF 2010 Central India Digital Network Private Limited … Petitioner Company AND COMPANY SCHEME PETITION NO. 29 OF 2011 IN COMPANY APPLICATION NO. 522 OF 2010 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 545 OF 2010 Life Style Communications Private Limited … Petitioner Company AND COMPANY SCHEME PETITION NO. 30 OF 2011 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 546 OF 2010 Digi Multinational Network Private Limited … Petitioner Company AND COMPANY SCHEME PETITION NO. 31 OF 2011 IN COMPANY APPLICATION NO. 523 OF 2010 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 547 OF 2010 Digi Ruby City Network Private Limited … Petitioner Company AND 2 COMPANY SCHEME PETITION NO. 32 OF 2011 IN COMPANY APPLICATION NO. 524 OF 2010 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 548 OF 2010 Digi Maharaja Network Private Limited … Petitioner Company AND COMPANY SCHEME PETITION NO. 33 OF 2011 IN COMPANY APPLICATION NO. 525 OF 2010 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 549 OF 2010 Digi Raigadh Network Private Limited … Petitioner Company AND COMPANY SCHEME PETITION NO. 34 OF 2011 IN COMPANY APPLICATION NO. 526 OF 2010 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 550 OF 2010 Digicable Central (India) Cable Network Private Limited … Petitioner Company AND COMPANY SCHEME PETITION NO. 35 OF 2011 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 551 OF 2010 Digi Corporate Services Private Limited … Petitioner Company AND 3 COMPANY SCHEME PETITION NO. 36 OF 2011 IN COMPANY APPLICATION NO. 527 OF 2010 CONNECTED WITH COMPANY SUMMONS DIRECTION NO. 552 OF 2010 Digicable Network (India) Private Limited … Petitioner Company In the matter of Sec. 391 of the Companies Act, 1956 (1 of 1956); AND In the matter of Sec. 391 to 394 of the Companies Act, 1956; AND In the matter Scheme of Amalgamation of Central India Digital Network Private Limited and Life Style Communications Private Limited and Digi Multinational Network Private Limited and Digi Ruby City Network Private Limited and Digi Maharaja Network Private Limited and Digi Raigadh Network Private Limited and Digicable Central (India) Cable Network Private Limited and Digi Corporate Services Private Limited with Digicable Network (India) Private Limited and their respective shareholders and creditors Mr. Hemant Sethi i/b Mr. Mrugank Shah Advocate for the Petitioners. Dr. T. Pandian, Official Liquidator, appearing in CSP No. 28 of 2011, CSP No. 29 of 2011, CSP No. 30 of 2011, CSP No. 31 of 2011, CSP No. 32 of 2011, CSP No. 33 of 2011, CSP No. 34 of 2011, CSP No. 35 of 2011 and CSP No. 36 of 2011. Mrs. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in CSP No. 28 of 2011, CSP No. 29 of 2011, CSP No. 30 of 2011, CSP No. 31 of 2011, CSP No. 32 of 2011, CSP No. 33 of 2011, CSP No. 34 of 2011, CSP No. 35 of 2011 and CSP No. 36 of 2011. 4 CORAM: S. J. VAZIFDAR, J. DATE: 25th March 2011 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought to the Scheme of Amalgamation of Central India Digital Network Private Limited (“Transferor Company No. 1”) and Life Style Communications Private Limited (“Transferor Company No.2”) and Digi Multinational Network Private Limited (“Transferor Company No.3”) and Digi Ruby City Network Private Limited (“Transferor Company No.4”) and Digi Maharaja Network Private Limited (“Transferor Company No.5”) and Digi Raigadh Network Private Limited (“Transferor Company No.6”) and Digicable Central (India) Cable Network Private Limited (“Transferor Company No.7”) and Digi Corporate Services Private Limited (“Transferor Company No.8”) with Digicable Network (India) Private Limited (“Transferee Company”) and their respective shareholders under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, 5 if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Official Liquidator has filed his report in Company Scheme Petition Nos. 28 of 2011, 29 of 2011, 30 of 2011, 31 of 2011, 32 of 2011, 33 of 2011, 34 of 2011 and 35 of 2011 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 5. The Regional Director has filed his affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 6. From the material placed 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 has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 28 of 2011, 29 of 2011, 30 of 2011, 31 of 2011, 32 of 2011, 33 of 2011, 34 of 2011 and 35 of 2011 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (m), of the respective Petitions and Company Scheme Petition No.36 of 2011 filed by the Transferee Company is made absolute in terms of prayer clause (a) to (j), (l) and (m). 6 8. The Petitioner Companies 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. 9. The Petitioners in the Company Scheme Petitions Nos. 28 of 2011, 29 of 2011, 30 of 2011, 31 of 2011, 32 of 2011, 33 of 2011, 34 of 2011, 35 of 2011 and 36 of 2011 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner in the Company Scheme Petition Nos. 28 of 2011, 29 of 2011, 30 of 2011, 31 of 2011, 32 of 2011, 33 of 2011, 34 of 2011 and 35 of 2011 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. 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. VAZIFDAR, J. )