1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.209 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.136 OF 2011 ESSEL ENTERTAINMENT MEDIA LIMITED ….……Petitioner Company AND COMPANY SCHEME PETITION NO.246 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.137 OF 2011 ZEE LEARN LIMITED ………Petitioner Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation Of Essel Entertainment Media Limited (the Transferor Company’) With Zee Learn Limited (‘the Transferee Company’) And their respective Shareholders and Creditors Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., in both Petitions Dr. T. Pandian, Official Liquidator, present in the Company Scheme Petition No. 209 of 2011. Mr. C. J. Joy i/b H.P Chaturvedi for Regional Director in both Petitions. CORAM: S. J. Kathawalla, J. DATE: 17th June, 2011 PC: 1. Heard counsels for the parties. 2 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Essel Entertainment Media Limited, the Transferor Company with Zee Learn Limited, the Transferee Company and their respective Shareholders and Creditors. 3. The 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 undertake to comply with all statutory requirements if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit in the above Petitions 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 Counsel appearing for the Petitioner has drawn my attention to paragraph 6 of the Affidavit of the Regional Director in which it is stated that: “That the Deponent further submits that, as per clause 6.1 (d) of the Scheme, it is stated that the excess of the net assets the Transferor Company and equity share capital issued to the shareholders of the Transferor Company on amalgamation by the Transferee Company shall be credited by the Transferee Company to its General Reserve Account. In this connection it is submitted that the Reserve arising out of this scheme shall be treated as “Amalgamation Reserve” and shall not be utilized for the purpose of declaring dividend by the Transferee Company in future.” 3 6. In reply to the aforesaid query raised by the Regional Director, the Petitioner Company through their counsel undertakes that they will not utilise the General Reserve arising in the books of Transferee Company pursuant to the Scheme for the purpose of declaring dividend in future. The said undertaking is accepted. 7. The Official Liquidator has filed his report in Company Scheme Petition No.209 of 2011 stating therein that the affairs of Essel Entertainment Media Limited have been conducted in a proper manner and Essel Entertainment Media Limited may be ordered to be dissolved. 8. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.209 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No.246 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 10. The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, 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. 11. The Petitioners in both the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai, and 4 the Petitioner in the Company Scheme Petition No.209 of 2011 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. 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. (S. J. KATHAWALLA, J)