IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.734 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.865 OF 2009 Buddha Films Limited. …Petitioner / Demerged Company. AND COMPANY PETITION NO.735 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.866 OF 2009 Pan India Network Limited. …Petitioner / Resulting Company. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Buddha Films Limited (the Demerged Company) and Pan India Network Limited (the Resulting Company) and their respective shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. M. S. Bhardwaj i/b Mr. S.K. Mohapatra for Regional Director in all Company Petition. CORAM: Dr. D. Y. Chandrachud, J. DATE: 6th November, 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 Buddha Films Limited (the Demerged Company) and Pan India Network Limited (the Resulting Company), for vesting of the sports marketing undertaking of Buddha Films Limited, on a going concern basis into Pan India Network Limited, the Resulting Company. 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 Affidavit stating therein that save and except as stated in paragraph 6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. 5. The Paragraph 6 of the said Affidavit reads thus: “ That the clause 5.3 of the Scheme needs corrections in the first line by substituting the words “ Pan India “ by “Buddha films Limited”. 6. In reply to the aforesaid remarks made by the Regional Director, counsel appearing on behalf of the Petitioners submits that it is a typographical error and he agrees to substitute the words “ Pan India “ by “Buddha films Limited”. He therefore, seeks leave of the Court to substitute the same. Accordingly leave is granted amendment to be carried out within two weeks from 3 today. Upon amendment, clause 5.3 of the scheme stands modified to that extent. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, both the Company Petitions are made absolute in terms of prayer clauses (a) to (i). 8. The Petitioner Company 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 Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud, J.) 4