1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.3 OF 2008. CONNECTED WITH COMPANY APPLICATION NO.1342 OF 2007 Scheme of Arrangement between SHEMAROO ENTERTAINMENT PRIVATE LIMITED and SHEMAROO HOLDINGS PRIVATE LIMITED and their respective shareholders. SHEMAROO ENTERTAINMENT PRIVATE LIMITED ............ Transferor Company. WITH COMPANY PETITION NO.4 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1343 OF 2007 SHEMAROO HOLDINGS PRIVATE LIMITED ......Transferee Company. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Ms. Heena P. Shah i/b S.K. Mohapatra for R.D. In all matters. CORAM: A.M.KHANWILKAR, J. DATE : 7th March, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a sanctioning the Scheme of Arrangement 2 between SHEMAROO ENTERTAINMENT PRIVATE LIMITED, the Transferor Company and SHEMAROO HOLDINGS PRIVATE LIMITED, the Transferee Company 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Court. However, Petitioner Company also undertakes to comply with all statutory requirements if any, as required under the Companies Act, 1956. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. So far the objections raised in paragraph 6 of their affidavit are concerned, the Petitioner through their counsel undertakes that they will comply with the requirement of the provisions of section 21 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies for change of name and also to comply with the provisions of section 17 of the Companies Act, 1956 in respect of filing of necessary forms with the Registrar of Companies for alteration of the object clause of Memorandum of Association of the Transferee Company. 5. 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 has come forward to oppose the Scheme. Moreover, the Regional Director has stated that the Scheme as proposed is in the interest of share holders, creditors and the public. 6. There is no objection to the Scheme save and except as stated in herein above and since all the requisite statutory compliances have been fulfilled, Company Petition No.3 of 2008 filed by the Transferor/ Demerged 3 Company is made absolute in terms of prayer clauses (a) to (i) and Company Petition No.4 of 2008 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i) 6. The Petitioner Companies 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 the order . 7. The Petitioners in all the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within four weeks from today. 8. Filing and issuance of the drawn up order is dispensed with. 9. All authorities concerned to act on a copy of this order duly authenticated by the Registry. (A. M. Khanwilkar, J.)