IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.860 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1381 OF 2008 V2 Media Private … Petitioner / Transferor Company With COMPANY PETITION NO.861 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1382 OF 2008 Valuable Technologies Private Limited … Petitioner / Transferee Company In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Between V2 MEDIA PRIVATE LIMITED (V2M), … Transferor Company AND VALUABLE TECHNOLOGIES PRIVATE LIMITED (VTPL) …Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of V2 Media Private Limited in Valuable Technologies Private Limited. Mr. H. N. Thakore a/w Rizvi NaserAli i/by M/s. Thakore Jariwala & Associates, for the Petitioners Ms. Purnima Awasthi i/b S. K. Mohopatra Joy for Regional Director in all the Petitions. Mr. S. Ramakantha, Dy. Official Liquidator CORAM: A. M. KHANWILKAR J. DATE: 19 th December 2008 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of V2 MEDIA PRIVATE LIMITED, Transferor Company with VALUABLE TECHNOLOGIES PRIVATE LIMITED, the Transferee Company. 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies also undertake to comply with all statutory 2 requirements, if any, as required under the Companies Act, 1956, and the Rules made thereunder. 4. The Regional Director has filed Affidavit stating wherein that the Scheme is not prejudicial to the interest of Creditors and Shareholders and the Public. 5. The Official Liquidator has filed report in Company Petition No.860 of 2008 stating that the affairs of Transferor Company have been conducted in a proper manner. 6. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.860 and 861 of 2008 are made absolute in terms of prayer clauses (a) to (i). 8. The Transferee Company to lodge 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 3 same within 30 days of obtaining the authenticated and/or certified copy of the order. 9. The Petitioners Companies in all the above Petitions to pay cost of Rs.7,500/- each respectively to the Regional Director and the Petitioner Company in Company Petition No.860 of 2008 to pay the cost of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4