1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 202 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.158 OF 2011 IN THE MATTER OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SHOWDIFF WORLDWIDE PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SHOWDIFF WORLDWIDE PRIVATE LIMITED WITH REDIFFUSION DENTSU YOUNG & RUBICAM PRIVATE LIMITED M/s SHOWDIFF WORLDWIDE PRIVATE LIMITED… PETITIONER COMPANY MR. NIMISH PANDYA, i /b M/S. PANDYA & CO, ADVOCATES FOR PETITIONER. MR.C.S.JOY AND MR.ABHIJIT DESAI I/B MR.H.P.CHATURVEDI , FOR REGIONAL DIRECTOR CORAM: S.J.KATHAWALLA, J DATE: 8th July ,2011 PC: 1. Heard Counsel for the parties. 2 2. The sanction of the Court has been sought under Sections 391 and 394 of the Companies Act, 1956 to the Scheme of Arrangement between Showdiff Worldwide Private Limited with Rediffusion Dentsu Young & Rubicam Private Limited. 3. The Counsel appearing on behalf of the Petitioner Company 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, the Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder.The undertaking is accepted. 4. Counsel for the Petitioner states that the Petitioner /Transferor Company is a wholly owned subsidiary of Rediffusion Dentsu Young & Rubicam Private Limited and that in view of the judgment in case of Mahaamba Investments Limited versus IDI Limited [2001(Vol.105) Company Cases 16], the filing of a separate application and petition for the Transferee Company for obtaining sanction to the present scheme was dispensed with by this Court vide Order dated 4th March, 2011 passed in Company Summons For Direction No. 158 of 2011 . 3 5. The Regional Director has filed his affidavit stating that the Scheme is not prejudicial to the interest of shareholders and public. 6. From the material placed on record, the scheme appears to be fair and reasonable and is not violative to any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme as proposed. 7. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.202 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (f) of the Petition. 8. 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 date of the Order. 4 9. The Petitioner company to pay costs of Rs.10,000/- to the Regional Director, Western Region ,Mumbai . 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 of Arrangement duly authenticated by the Company Registrar, High Court,Bombay. (S. J. KATHAWALLA J.)