1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 74 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.1 OF 2010 INDUSIND MEDIA & COMMUNICATIONS LIMITED… …PETITIONER /TRANSFEROR COMPANY AND COMPANY SCHEME PETITION NO. 75 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.2 OF 2010 IN ENTERTAINMENT ( INDIA ) LIMITED …PETITIONER (Formerly SHOP24SEVEN INDIA LIMITED ) /TRANSFEREE COMPANY IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 78,100 & 101, 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF INDUSIND MEDIA & COMMUNICATIONS LIMITED AND IN THE MATTER OF MODIFIED SCHEME OF ARRANGEMENT BETWEEN INDUSIND MEDIA & COMMUNICATIONS LIMITED WITH IN ENTERTAINMENT (INDIA) LIMITED (formerly SHOP24SEVEN INDIA LIMITED ) MR.NIMISH PANDYA ,i/b PANDYA & CO ,ADVOCATE FOR PETITIONER. MR.JAYDEEP DEO i/b. MR. S.K.MOHAPATRA & CO, FOR REGIONAL DIRECTOR IN BOTH PETITIONS CORAM: S.J.KATHAWALLA , J. DATE : 26TH MARCH, 2010 2 PC: 1. Heard Learned Counsel for the parties. 2. The sanction of the Court has been sought under Sections 391 and 394,read with Section 78, 100 and 101 of the Companies Act, 1956, to the modified Scheme of Arrangement between INDUSIND MEDIA & COMMUNICATIONS LIMITED WITH IN ENTERTAINMENT (INDIA) LIMITED (formerly known as SHOP24SEVEN INDIA LIMITED). 3. The Counsel on behalf of the Petitioners has stated that they have complied with all requirements as per direction of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake 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. By an Order dated 8th January, 2010, passed by this Court in Company Summons For Direction No.1 of 2010, the Applicant/Transferor Company was directed to convene the meeting of its Unsecured and Sundry Creditors on Saturday, the 6th of February, 2010 for the purpose of considering and if thought 3 fit, approving with or without modification, the arrangement embodied in the Scheme of Arrangement of INDUSIND MEDIA & COMMUNICATIONS LIMITED, the Applicant /Transferor Company with IN ENTERTAINMENT (INDIA ) LIMITED (Formerly known as SHOP24SEVEN INDIA LIMITED ), the Transferee Company. Accordingly ,a meeting of the unsecured and Sundry Creditors of the Applicant /Transferor Company was held on Saturday, 6th February, 2010 and the Chairman appointed for the said meeting has filed his report in this Court. A copy of the said Report is annexed as Exhibit “G” to the Company Petition No. 74 of 2010 filed by the Transferor Company. As stated in the said Report, in view of the Certificate dated 19.1.2010 received from the Registrar of Companies granting change of name of Transferee Company from SHOP24SEVEN INDIA LIMITED to IN ENTERTAINMENT (INDIA) LIMITED, the modification to the scheme of arrangement was suggested by the Chairman in respect of the name of the Transferee Company. The said scheme modified with the new name of the Transferee Company was put to vote and was unanimously approved by all the unsecured and sundry creditors at the said meeting of the Unsecured and sundry creditors, as the modification suggested was only a change in the name of the Transferee Company and did not affect any material part of the scheme. The copy of the modified Scheme of 4 Arrangement of INDUSIND MEDIA & COMMUNICATIONS LIMITED with IN ENTERTAINMENT (INDIA) LIMITED is annexed and marked Exhibit "H" to the petition. 5. The Regional Director has filed his affidavit stating therein that save and except as stated in paragraph 6 of the affidavit, the Scheme is not prejudicial to the interest of shareholders and public. The paragraph No. 6 of the said affidavit reads as under: “ That the Deponent further submits that as proposed at clause 14 (b) of the scheme, for the increase of authorized capital of the Transferee Company, the company may be directed to comply with the 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 stamp duty and ROC fees, as applicable of the said forms.” 6. The Transferee Company undertakes to comply with the 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 stamp duty and ROC fees, as applicable of the said forms. The said undertaking is accepted. 5 7. From the material on record, the modified Scheme of Arrangement 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 said Scheme. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.74 of 2010 filed by the Transferor Company and Company Scheme Petition No. 75 of 2010 filed by the Transferee Company, are made absolute in terms of prayer clauses (a) to (f) of the respective petitions. 9. The Petitioner Companies to lodge a copy of this Order and the modified Scheme of Arrangement 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. 10. The Petitioner companies in both petitions to pay costs of Rs.7500/- each to the Regional Director,Western Region, Mumbai. Costs to be paid within four weeks from the date of the order. 6 11. Filing and issuance of the drawn up Order is dispensed with. 12. All authorities concerned to act on a copy of this order alongwith the modified Scheme of Arrangement duly authenticated by the Company Registrar, High Court,Bombay . (S.J.KATHAWALLA J.)