IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 247 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 232 OF 2010 JAYNEER CAPITAL PRIVATE LIMITED …………Petitioner Company COMPANY SCHEME PETITION NO. 248 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 233 OF 2010 ESSEL CHAMPS PRIVATE LIMITED …………Petitioner / First Transferor Company COMPANY SCHEME PETITION NO. 249 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 234 OF 2010 ICL SUPERSTARS SPORTS PRIVATE LIMITED …………Petitioner / Second Transferor Company COMPANY SCHEME PETITION NO. 250 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 235 OF 2010 ICL GIANTS SPORTS PRIVATE LIMITED …………Petitioner / Third Transferor Company 2 COMPANY SCHEME PETITION NO. 251 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 236 OF 2010 PREMIER FINANCE AND TRADING COMPANY LIMITED …………Petitioner / First Transferee Company COMPANY SCHEME PETITION NO. 252 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 237 OF 2010 CHURU TRADING COMPANY PRIVATE LIMITED ………Petitioner / Second Transferee Company COMPANY SCHEME PETITION NO. 253 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 238 OF 2010 PRAJATMA TRADING COMPANY PRIVATE LIMITED …………Petitioner / Third Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Composite Scheme of Arrangement and Amalgamation between Jayneer Capital Private Limited 3 and Essel Champs Private Limited (‘the First Transferor Company’) and ICL Superstars Sports Private Limited (‘the Second Transferor Company’) and ICL Giants Sports Private Limited (‘the Third Transferor Company’) and Premier Finance and Trading Company Limited (‘the First Transferee Company’) and Churu Trading Company Private Limited (‘the Second Transferee Company’) and Prajatma Trading Company Private Limited (‘the Third Transferee Company’) and their Respective Shareholders and Creditors Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioners. 4 Dr. T. Pandian Dy. Official Liquidator, present in the Company Scheme Petition. 248 to 250 of 2010. Mr. C.J Joy with Mr. N.R Prajapati , i/b S.K. Mohapatra for Regional Director in both Petitions. CORAM: S. J. Vazifdar, J. DATE: 25th June, 2010 PC: 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Composite Scheme of Arrangement and Amalgamation between Jayneer Capital Private Limited and Essel Champs Private Limited and ICL Superstars Sports Private Limited and ICL Giants Sports Private Limited and Premier Finance and Trading Company Limited and Churu Trading Company Private Limited and Prajatma Trading Company Private Limited and their respective shareholders and creditors. 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 5 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 there under. The said undertaking is accepted. 4. The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph 6 of the said affidavit, the Scheme does not appear to be prejudicial to the interest of the shareholders and the public. 5. The Counsel appearing for the Regional Director has drawn my attention to paragraph 6 of the affidavit of the Regional Director which states as under: “ (a) As per clause 1.2 of the Scheme, “appointed date” means 1st day of October, 2009, However, it is stated in Para 4.1 of Part II, Para 6.1 of Part III and Para 8.1 of Part IV of the Scheme that the investment held by M/s Jayneer in the capital of M/s Zee Entertainment Enterprises Limited and Wire and Wireless (India) Limited, Zee News Limited and Dish TV Limited respectively will be transferred to Essel Champs, ICL 6 Superstars and ICL Giants, the respective Transferee Companies on 30/09/2009 these transfer of Investment are not on the appointed date, hence the cause of action is on different date from that of appointed date and can not form part of this composite scheme of arrangement and amalgamation. In view of the above fact, the relevant portion of transfer of assets as discussed in para 4.1, 6.1 and 8.1 be deleted from the scheme. (b) As per clause 5.3, 7.3 and 9.3 of the Scheme, the respective companies shall take necessary steps to increase or alter or re-classify their authorized share capital suitably to enable to issue and allot the preference shares required to be issued and allotted by it under the Scheme subject to compliance of Section 94/97 read with Schedule X of the Companies Act, 1956. “ 6. With respect to paragraph 6(a) of the Regional Director’s Affidavit, Petitioners through their Counsel submit that they have no objection if the Appointed Date defined under 7 clause 1.2 of the Scheme be modified to read as ‘Appointed Date means closing hours of business on 30th day of September 2009. The counsel appearing on behalf of Regional Director on instructions has no objection if the Appointed Date is modified as 30th day of September 2009. Accordingly the Scheme stands modified to that extent. 7. With respect to paragraph 6(b) of the Regional Director’s Affidavit, the counsel appearing on behalf of Petitioners state that the Petitioner Companies will comply with the requisite statutory provisions and procedures, as may be applicable. 8. The Official Liquidator has filed his report in Company Scheme Petition No. 248 to 250 of 2010 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. 9. 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. 8 10. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 247 of 2010, filed by Jayneer Capital Private Limited is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition Nos. 248 to 250 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (e) and Company Scheme Petition Nos. 251 to 253 of 2010 filed by the Transferee Companies are made absolute in terms of prayer clauses (a) to (d). 11. 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. 12. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in the Company Scheme Petition No. 248 to 250 of 2010 to pay costs of Rs.10,000/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 9 13. Filing and issuance of the drawn up order is dispensed with. 14. 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. VAZIFDAR, J.)