IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.302 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.370 OF 2009 ITNation Media Limited (formerly known as ‘ITNation Media Private Limited’) …Petitioner / Transferor Company COMPANY PETITION NO.303 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 371 OF 2009 UTV New Media Limited …Petitioner / Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation of ITNation Media Limited (formerly known as ‘ITNation Media Private Limited’) (‘the Transferor Company’) AND UTV New Media Limited (‘the Transferee Company’) AND their respective shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. Chandanamuthu, Dy. Official Liquidator, in Company Petition No.302 of 2009 Ms. Neesha Valani and Mr. V. B. Tiwari i/b Mr. S.K. Mohapatra for Regional Director in both the Petitions. CORAM: A. M. Khanwilkar, J. DATE: 10th July, 2009 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 ITNation Media Limited (formerly known as ‘ITNation Media Private Limited’) (‘the Transferor Company’) with UTV New Media Limited (‘the Transferee Company’) and their respective shareholders. 2 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made there under. 4. The Regional Director has filed his Affidavit stating therein that save and except as stated in para 6 it appears that the Scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6, he has directed the Registrar of Companies, Mumbai to initiate necessary penal action against the Transferor Company and its directors for non-payment of dividend declared for financial year 2004-05 and financial year 2005-06 within the period as stipulated under section 205A of the Companies Act, 1956. Further, the Regional Director has stated that liberty may be reserved to the Registrar of Companies to initiate necessary penal action against the Transferee Company and other officers in default in this regard even after amalgamation in lieu of para 11 of the Scheme. 3 5. Both the Petitioner Companies have stated vide their individual affidavit dated 9th day of July, 2009 that the Transferor Company / the Transferee Company would file necessary application under Section 621A of the Companies Act, 1956, as the case may be, and the respective company would comply with the action taken by Registrar of Companies, Mumbai, if any, for the violation of Section 205A of the Companies Act, 1956 by the Transferor Company. The Registrar of Companies is at liberty to adopt appropriate proceedings in accordance with the law against the Transferor Company / the Transferee Company for contravention of Section 205A of the Companies Act, 1956, if it so desires. In view thereof, the counsel appearing on behalf of the Regional Director does not have objection to the Scheme being sanction. It is not stated and there is nothing to suggest that the contraventions are detrimental to the Scheme as such. 6. The official liquidator has filed report in Company Petition No.302 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 4 7. 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 not prejudicial to the interest of shareholders, creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Company have been conducted in a proper manner. 8. There is no objection to the Scheme same and except as stated in paragraph 4 and 5 hereabove, and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.302 of 2009 filed by the Transferor Company are made absolute in terms of prayer (a) to (d) and Company Petition No.303 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 9. The Petitioner Companies 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 5 Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 30 days from the date of the order. 10. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioner in the Company Petition No.302 of 2009 filed by the Transferor Company to pay cost of Rs.7,500/- to the Official Liquidator. 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. (A. M. Khanwilkar, J.) 6