-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.548 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.838 OF 2008 In the matter of Sections 391 & 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Indian Express Newspapers (Mumbai) Limited and The Indian Express Limited and Their Respective Sharehol- ders. Indian Express Newspapers (Mumbai) Limited ... Demerged Company WITH COMPANY PETITION NO.549 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.839 OF 2008 The Indian Express Limited ... Resulting Company Mr.Hemant Sethi i/b. Hemant Sethi & Co., for petitioners. Mr.C.J.Joy i/b. Mr.S.K.Mohapatra for R.D. in both the -: 2 :- Petitions. CORAM : S.A.BOBDE, J. DATE : 25th July, 2008. P.C. 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 Scheme of Arrangement between Indian Express Newspapers (Mumbai) Limited (Demerged Company) and The Indian Express Limited (Resulting Company) and their respective shareholders whereby "Print Media Undertaking" of Demerged Company shall be transferred to the Resulting Company as more particularly set out in the Scheme. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court. 4. The Regional Director has filed affidavit stating therein that the Scheme is not prejudicial to the interest of Creditors and shareholders. 5. Upon perusal of the entire material on record, the -: 3 :- 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. 6. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.548 of 2008 is made absolute in terms of prayer clause (a) to (c) and Company Petition No.549 of 2008 is made absolute in terms of prayer clause (a). 7. The Resulting Company to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose adjudication of stamp duty payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 8. The Petitioners in both the Company Petitions to pay cost of Rs.5000/- each to the Regional Director. Costs to be paid within 4 weeks from today. Petitioner to comply with all the statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company -: 4 :- Registrar, High Court, Bombay. (S.A. Bobde, J.)