IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 38 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 38 OF 2010 Asianet TV Holdings Private Limited ……..Petitioner / First Transferor Company COMPANY SCHEME PETITION NO. 39 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 39 OF 2010 Jupiter Entertainment Ventures Private Limited ……..Petitioner / Second Transferor Company In the matter of Sections 391 to 394 of the Companies Ac, 1956 AND In the matter of Scheme of Amalgamation of Asianet TV Holdings Private Limited (“the First Transferor Company”) AND Jupiter Entertainment Ventures Private Limited (“the Second Transferor Company”) WITH Jupiter Capital Private Limited (“the Transferee Company”) AND their respective Shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. Vikramaditya Deshmukh i/b Mr. S. K. Mohapatra, for Regional Director in both the petitions. Mr. P. Ramarao, Official Liquidator in both the petitions CORAM: S. J. Kathawalla, J. DATE: 23rd April, 2010 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Asianet TV Holdings Private Limited, “the First Transferor Company” and Jupiter Entertainment Ventures Private Limited, “the Second Transferor Company” with Jupiter Capital Private Limited, “the Transferee Company” and their respective Shareholders. 3. The counsel for the Petitioners states that the registered office of Jupiter Capital Private Limited, the Transferee Company is in the state of Karnataka and that the 2 Karnataka High Court has already sanctioned the present Scheme of Amalgamation by an order dated 15th April, 2010. 4. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted. 5. The Regional Director, Western Region, Ministry of Corporate Affairs has filed Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 6. The Official Liquidator has filed report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that both the Transferor Companies may be ordered to be dissolved. 7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of provisions of law and is not contrary to public policy. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 38 of 2010 filed 3 by the First Transferor Company is made absolute in terms of prayer clauses (a) to (d) of the Petition and Company Scheme Petition No. 39 of 2010 filed by the Second Transferor Company is made absolute in terms of prayer clauses (a) to (d) of the Petition. 9. The Petitioner Companies 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 purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 10. Both the Petitioner Companies to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 4