IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 136 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 23 OF 2010 ASIANET RADIO PRIVATE LIMITED …………Petitioner / Transferor Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of ASIANET RADIO PRIVATE LIMITED (“the Transferor Company”) WITH INDIA RADIO VENTURES PRIVATE LIMITED (“the Transferee Company”) AND THEIR RESPECTIVE SHAREHOLDERS Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. C. J. Joy i/b Mr. S.K. Mohapatra for Regional Director. Dr. T. Pandian, Deputy Official Liquidator present. CORAM: S. J. Vazifdar J. DATE: 16th July, 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 Amalgamation of Asianet Radio Private Limited with India Radio Ventures Private Limited and Their Respective Shareholders. 3. Counsel appearing on behalf of the Petitioner Company has stated that it has complied with all requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes 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. 2 4. The Regional Director, Western Region, Ministry of Corporate Affairs has filed Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. However, in paragraph 6 of the said Affidavit, the Regional Director has submitted that the registered office of the Transferee Company is situated in the state of Karnataka. Hence, the Transferee Company has to file similar petition before the Hon’ble High Court of Karnataka for approving the said scheme. 5. As regards observation in paragraph 6 of the Affidavit of the Regional Director, the Petitioner Company submits that the Transferee Company has filed similar petition before the Hon’ble High Court of Karnataka and that the Karnataka High Court has already sanctioned the present Scheme of Amalgamation by an order dated 24th April, 2010. In view thereof, the Counsel appearing on behalf of the Regional Director states that the Regional Director does not have any other objection to the scheme being sanctioned. 6. The Official Liquidator has filed report stating therein that the affairs of the Transferor Company have been conducted in a 3 proper manner and that the Transferor Company may be ordered to be dissolved. 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 any public policy. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 136 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d). 9. The Petitioner Company to lodge a 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. 10. The Petitioner to pay cost of Rs.10,000/- each to the Regional Director and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 4 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar J.) 5