1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.11 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.711 OF 2010 In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 (Act 1 of 1956); And In the matter of Scheme of Amalgamation of - Crest Animation Holdings Inc., Crest Communication Holdings Limited And Crest Interractive Limited with Crest Animation Studios Limited And their respective shareholders and creditors. Crest Interractive Limited ….. Petitioner/Transferor Company 3 AND COMPANY SCHEME PETITION NO.12 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.712 OF 2010 Crest Animation Studios Limited ….. Petitioner/Transferee Company Ms. Alpana Ghone with Ms. Saeeda Bandukwala i/b J. Sagar Associates Advocates for the Petitioners in both Petitions. Dr. T. Pandian, Official Liquidator present in CSP No. 11 of 2011 Mr. C. J. Joy, i/b Shri H. P. Chaturvedi for the Regional Director in both Petitions. 2 CORAM : S. J. VAZIFDAR J. DATE: 1st April, 2011 P.C.: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under the provisions of Sections 391 to 394 (read with Sections 78 and 100 to 104) of the Companies Act, 1956 to the Scheme of Amalgamation of Crest Animation Holdings Inc. (“the First Transferor Company”), Crest Communication Holdings Limited (“the Second Transferor Company”) and Crest Interractive Limited (“the Third Transferor Company”) with Crest Animation Studios Limited (“the Transferee Company”). 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per directions of this Court and have filed necessary affidavits 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 thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit in the above Petitions stating that save and except as stated in paragraphs 6(a), (b), (c) and (d) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 of the said affidavit the Regional Director has stated that: 3 “6. That the Deponent further submits that: (a) The Transferee Company was inspected u/s 209A of the Companies Act, 1956 during the year 2007 and various violations were pointed out by the Inspecting Officer of the Ministry of Corporate Affairs and the matter is under consideration of the ministry. In this connection, Deponent further submits that, liberty may be granted to the Regional Director/Registrar of Companies/Ministry of Corporate Affairs to initiate any penal action against the transferee company and its officers in default, if any violations are established. (b) As per clause 4.2 and 4.6 of the Scheme the First and Second Transferor Company have to comply with the laws of the country under which the First and Second Transferor Companies are incorporated. (c) The First Transferor Company viz Crest Animation Holdings Inc. is a foreign company having its registered office at 333, North Glenoaks Blvd, Suit 300, Burbank California, USA. Hence for allotment of new equity shares by the Transferee Company to the foreign shareholders of the First Transferor Company, the Transferee Company has to comply with the relevant provisions of RBI/FEMA Regulations in this regard. (d) As per Clause 10.13 of the Scheme the Transferee company shall ensure that new equity shares allotted shall be listed and admitted to trading 4 on the BSE and NSE in India, where the existing shares of the Transferee Company are listed and admitted to trading.´ 5. With respect to clause 6(a) of the above Affidavit, liberty is granted to the Regional Director/ Registrar of Companies/ Ministry of Corporate Affairs to initiate action if any violation against the Transferee Company and its officers in default are established pursuant to the inspection under Section 209A of the Companies Act, 1956 during the year 2007. 6. With respect to clause 6(b) of the Affidavit, the Counsel for the Petitioners further submits that the First Transferor Company and the Second Transferor Company are incorporated in Delaware, U.S.A. and Mauritius respectively. The Petitioners through their Counsel undertake that the First Transferor Company and the Second Transferor Company shall comply with the laws of the country under which they are incorporated i.e. Delaware, U.S.A. and Mauritius respectively. The undertaking is accepted. 7. With respect to clause 6(c) of the Affidavit above the Transferee Company through their Counsel undertakes that they will comply with the relevant provisions of R.B.I. / F.E.M.A. Regulations with respect to issue of shares to the foreign shareholders of the First Transferor Company. The undertaking is accepted. 5 8. With respect to clause 6(d) of the Affidavit, the Transferee Company through their Counsel undertakes that the new equity shares allotted pursuant to Clause 10.13 of the Scheme shall be listed and admitted to trading on the Bombay Stock Exchange and National Stock Exchange in India. The undertaking is accepted. 9. The Official Liquidator has filed his report in Company Scheme Petition No.11 of 2011 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the said company may be ordered to be dissolved. 10. 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. 11. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.11 of 2011 filed by the Transferor Company 3 is made absolute in terms of prayer clauses (a) to (f) and Company Scheme Petition No.12 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (h). The Scheme is sanctioned subject to the compliance by the First and Second Transferor Company with the laws of the country under which they are incorporated. 6 12. The Petitioners to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, (O.S.), 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 the date of order. 13. The Petitioners in both the above Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in Company Scheme Petition No.11 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 15. All concerned authorities to act on a copy of this order and the Scheme duly authenticated by Company Registrar, High Court, (O.S.), Bombay. (S. J. Vazifdar, J.)