1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 912 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1001 OF 2007 In the matter of Scheme of Amalgamation of ETC NETWORKS LIMITED with ZEE INTERACTIVE LEARNING SYSTEMS LIMITED and their Respective Shareholders ETC NETWORKS LIMITED ……Transferor Company WITH COMPANY PETITION NO.850 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1026 OF 2007 ZEE INTERACTIVE LEARNING SYSTMES LIMITED ......Transferee Company Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Ms. S. Ramakantha Dy. O.L., in CP No. 912 of 2007 Mr. C. J. Joy with S. K. Mohapatra for R.D. in C.P. No. 912 and 850 of 2007 CORAM: A.M.KHANWILKAR, J. DATE : 11th January, 2008 PC: 2 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Amalgamation of M/s ETC Networks Limited, the Transferor Company with M/s Zee Interactive Learning Systems Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all statutory requirements as per directions of these Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. As per the objection raised by the Regional Director in their Report vide para (a) at point 6 of their Report , the Petitioner through their counsel undertakes that they will comply with the requirement of provisions of section 21 of the Companies Act, 1956 in respect of filing of necessary forms with Registrar of Companies. 5. In view of the judgment of this Court passed in Reliance Public Utility Pvt. Ltd. and Reliance Power Ltd. in Company Petition Nos. 663 and 664 of 2007, the objection raised by the Regional Director in their Report in para (b) at point 6 of their Report stands rejected. 6. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is nor contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the 3 interest of share holders, creditors and the public. 7. There is no objection to the Scheme save and except as stated in para (4) and (5) herein and since all the requisite statutory compliances have been fulfilled, Company Petition No. 912 of 2007 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (e). Company Petition No. 850 of 2007 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director and to the Official Liquidator by the petitioner in the Petition filed by the Transferor Company. 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 alongwith Scheme duly authenticated by the Company Registry. (A. M. Khanwilkar, J.)