IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.253 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 216 OF 2011 Zoom Entertainment Network Limited ….. Petitioner/ Demerged Company And COMPANY SCHEME PETITION NO.254 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 217 OF 2011 Bennett, Coleman & Company Limited ….. Petitioner/ Resulting 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 Zoom Entertainment Network Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors. Mr. Virag V. Tulzapurkar, Senior Advocate with Mr. Tapan Deshpande, Advocate i/b Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Petitioners in both Petitions. Ms. Jyotsna Pandhi i/b Mr. H. P. Chaturvedi for Regional Director in both Petition. Coram : S. J. Kathawalla, J. Date : 8th July, 2011 PC: 1. Heard learned Counsel for the Parties. 2. The sanction of the Court is sought to a Scheme of Arrangement between Zoom Entertainment Network Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors, under Sections 391 to 394 of the Companies Act, 1956. 3. Counsel appearing on behalf of the 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 it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5. 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. 6. Since all requisite statutory compliance have been fulfilled, Company Scheme Petition No. 253 of 2011 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (f) and the Company Scheme Petition No. 254 of 2011 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (f). 7. 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. 8. 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 with four weeks from the date of the order. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order along with Scheme attached thereto, duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. J. Kathawalla, J.)