IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.209 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.291 OF 2009 ADLABS MULTIPLEXES AND THEATRES LIMITED …………Petitioner / First Transferor Company. COMPANY PETITION NO.210 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.292 OF 2009 ADLABS MULTIPLEX LIMITED …………Petitioner / Second Transferor Company. COMPANY PETITION NO.211 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.293 OF 2009 MAHIMNA ENTERTAINMENT PRIVATE LIMITED …………Petitioner / Third Transferor Company. COMPANY PETITION NO.212 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.294 OF 2009 RAVE ENTERTAINMENT PRIVATE LIMITED …………Petitioner / Fourth Transferor Company. In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Scheme of Amalgamation between ADLABS MULTIPLEXES AND THEATRES LIMITED and ADLABS MULTIPLEX LIMITED and MAHIMNA ENTERTAINMENT PRIVATE LIMITED and RAVE ENTERTAINMENT PRIVATE LIMITED and ADLABS FILMS LIMITED and their respective shareholders and creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 209 to 212 of 2009. Mr. H.V. Vardhan a/w V. B. Tiwari i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 209 to 212 of 2009 CORAM: A. M. Khanwilkar, J. DATE: 8th May, 2009 PC: 1. Heard learned counsel for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation between Adlabs Multiplexes and Theatres Limited and Adlabs Multiplex Limited and Mahimna Entertainment Private Limited and Rave Entertainment Private Limited and Adlabs Films Limited and their respective Shareholders and Creditors. Filing of Applications and Petition by Adlabs Films Limited (“Transferee Company”) was dispensed by the order of this Court dated 6 th day of March, 2009. 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 an affidavit in the above petitions stating that save and except as stated in paragraph 6 thereof it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 5. The objections in paragraph 6 states that the clause 3.1 of the Scheme provides that the difference between the amount of assets & liabilities taken over and recorded by the Transferee Company after making adjustments for intercompany 3 investments and transactions along with, any appreciation / diminution in the value of assets of the Transferee Company whether fixed or current or investments, if and to the extent considered necessary by the Board of Directors of the Transferee Company be debited / credited to the general reserve account. However, the excess should be credited to the Capital Reserve account. 6. On behalf of the Transferee Company, it is stated that the difference will be transferred to the Capital Reserve Account of the Transferee Company, in case there being any excess as per the said Clause 3.1 of the Scheme. In view thereof, the Regional Director does not have any other objection to the scheme being sanctioned. The Scheme shall stand amended accordingly. 7. The Official Liquidator has filed report in Company Petition Nos.209 to 212 of 2009 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 8. 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 4 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 Companies have been conducted in a proper manner. 9. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 209 of 2009 to 212 of 2009 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d). 10. The Transferee Company 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. 11. The Petitioners in all the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Official Liquidator. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. 5 (A. M. Khanwilkar, J.) 6