IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION. NO.840 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1284 OF 2008 Prime Focus Limited … Petitioner/Transferee Company WITH IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION. NO. 841 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1283 OF 2008 Storemedia Technologies Private Limited … Petitioner/Transferor Company IN THE MATTER of Scheme of Arrangement between Prime Focus Limited, Storemedia Technologies Private Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Storemedia Technologies Private Limited to Prime Focus Limited. Mr. Harinder Toor alongwith Ms.Renuka Shetty i/b Crawford Bayley & Co. for the Petitioners Ms.Neeta V. Masurkar with Mr.P. Khosla i/b Mr. S.K. Mohopatra for Regional Director in both the Petitioners. Mr. S. Ramakakantha , Dy.OL in C.P. 841 of 2008. 1 CORAM: A.M. KHANWILKAR, J. DATE: 28th November, 2008 PC: 1. Heard learned counsel for the Parties. 2. The sanction of this Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between of Prime Focus Limited and Storemedia Technologies Private Limited and their respective shareholders and creditors. 3. Counsel appearing on behalf of the Petitioner Companies has stated 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 Companies also undertakes to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. 5. The Official Liquidator has filed the report stating that the affairs of the Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 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 not contrary to any public policy. None of the Parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interests of 2 the shareholders and the creditors and public and the Official Liquidator has stated that the affairs of the Transferor Company has been conducted in a proper manner. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 840 of 2008 and Company Petition No. 841 of 2008 filed by the Transferor and Transferee Company respectively is made absolute in terms of prayer clauses (a) to (e). 8. The Transferee Company 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 this Order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7500 each to the Regional Director. Petitioner to pay cost of Rs.7500 to the Official Liquidator, High Court, Bombay in Company Petition 841 of 2008. 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 Registrar, High Court, Bombay. A.M. KHANWILKAR, J. 3