IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 566 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 557 OF 2010 CONCEPT COMMUNICATION LIMITED …………Petitioner / First Transferor Company. AND COMPANY SCHEME PETITION NO. 567 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 558 OF 2010 COSY MERCANTILE LIMITED ……Petitioner / Second Transferor Company. WITH COMPANY SCHEME PETITION NO. 568 OF 2010. CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 559 OF 2010 NSS DIGITAL MEDIA LIMITED ………..Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement of CONCEPT COMMUNICATION LIMITED and COSY MERCANTILE LIMITED with NSS DIGITAL MEDIA LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocates for the Petitioners. Mr. C. J. Joy and Mr. Abhijeet Desai i/b Mr. H. P. Chaturvedi for Regional Director in all Petitions.. 1 CORAM: S. J. Vazifdar, J. DATE: 23rd December, 2010. PC: 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 the Scheme of Arrangement of CONCEPT COMMUNICATION LIMITED and COSY MERCANTILE LIMITED with NSS DIGITAL MEDIA LIMITED 3. Counsel appearing on behalf of the Petitioners states 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, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 4. The Regional Director has filed his Affidavit. In paragraph 5(vi), the Regional Director has inter alia stated that save and except for the non-compliance of Section 383A of the Companies Act, 1956 by the First Demerged Company nor any Company or its directors have contravened with any provisions of the Companies Act, 1956. The Regional Director has filed an Affidavit stating therein that save and except as stated in para 6 of the Affidavit the Scheme dose not appear to be prejudicial to the interest of shareholders and public. The Paragraph 6 of the said Affidavit is read thus: “That the Deponent further submits that as per clause 5 of the scheme, the Resulting Company (NDML) shall increase/alter its authorized share capital as required for the purpose of issuing equity shares to the equity 2 shareholders of CCL and CML. In this connection the Resulting Company (NDML) 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..” 5. So far as the query raised by the Regional Director in paragraph 5(vi) is concerned, the First Demerged Company through their counsel undertakes to comply with the provision of the section 383A of the Companies Act, 1956. The said undertaking is accepted 6. So far as the query raised by the Regional Director in paragraph 6 is concerned, The Petitioners through their Counsel undertakes 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. The said undertaking is accepted. 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, Company Scheme Petitions are made absolute in terms of prayer clauses (a) to (i). 9. The Petitioner Company 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 3 payable, if any, on the same within 60 days from the date of the order. 10. The Petitioner Companies in all Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.) 4