IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.259 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.280 OF 2009 IDEATE DIGITAL PRIVATE LIMITED ……..PETITIONER/TRANSFEROR COMPANY AND COMPANY PETITION NO.260 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.281 OF 2009 INTERACTIVE MEDIA & COMMUNICATION SOLUTIONS PRIVATE LIMITED …….. PETITIONER/TRANSFEREE COMPANY In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Ideate Digital Private Limited …….. Transferor Company 2 WITH Interactive Media & Communication Solutions Private Limited ……….. Transferee Company Shri. B. B. Parikh alongwith Ms G.B.Shah, Advocates for the Petitioners Shri M.S. Bhardwaj and Mr. P. Khosla i/b Shri S. K. Mohapatra for the Regional Director in both Petitions. Mr. P. Ramarao, Official Liquidator in C. P. No.259 of 2009. Mr. Darius Kakalia with Mr. Onkar Chandorkari/b M/s Mulla & Mulla for Zapak Digital Entertainment Limited, opposing party. CORAM: Dr.D.Y.Chandrachud, J. DATE : 20th November, 2009 P. C. 1. Heard learned Counsel for the parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956 to a Scheme of Amalgamation of Ideate Digital Private Limited, the Transferor Company with Interactive Media & Communication Solutions Private Limited, the Transferee Company. 3 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioner has complied with all requirements as per directions of this Court and has filed an Affidavit of compliance in the court. Moreover, the Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed an affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a report in Company Petition No.259 of 2009 stating that the affairs of the Transfero Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. One Zapak Digital Entertainment Limited, one of the Creditors of Interactive Media & Communication Solutions Private Limited, the Petitioner/Transferee Company in Company Petition No.260 of 2009, has filed its Affidavit dated 27th July, 2009 opposing the said Petition. However, during the course of the hearing counsel appearing on behalf of the Transferee Company and counsel 4 appearing on behalf of the objector have tendered Consent Terms arrived at between the parties. The Consent Terms which are signed by the parties, their authorized representatives and by the advocates are taken on record and marked as ‘X’. In view of the Consent Terms, the objection to the Scheme has not been pressed. There shall be an order in terms of the Consent Terms. 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 has come forward to oppose the Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Petition No.259 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (i) and Company Petition No.260 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). 9. The Petitioner 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 5 purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10. The Petitioner Companies in both the Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai. Petitioner in Company Petition No.259 of 2009 to pay a sum of Rs.7,500/- to the Official Liquidator, High Court, Mumbai towards his costs. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order along with the Scheme duly authenticated by the Company Registrar, High Court, and Bombay. (Dr. D. Y. Chandrachud, J.)