IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.431 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.227 OF 2009 I-Ven Interactive Limited. ..Petitioner/Transferor Company AND COMPANY PETITION NO.432 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.228 OF 2009 Infomedia18 Limited. ...Petitioner/Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959 AND In the matter of Scheme of Arrangement between I-Ven Interactive Limited and Infomedia18 Limited and their respective shareholders Shri Hemant Sethi i/b Hemant Sethi & Co. advocates for Petitioners Shri P. Ramarao, OL in C.P No.431 of 2009 Mr. G. Jadhavrao and Mr. V. B. Tiwari i/b Shri S..K. Mohapatra for the Regional Director in both the Petitions. 1 CORAM : S.J. KATHAWALLA J DATE: 24TH JULY 2009 P.C Heard learned counsel for parties. 1. The sanction of the Court is sought under Section 394 of the Companies Act, 1956 to a Scheme of Arrangement between I-Ven Interactive Limited, the Transferor Company and Infomedia18 Limited, the Transferee Company and their respective shareholders. 2. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 3. The Regional Director has filed his affidavit in reply and has stated in para 6 that on a perusal of the Balance Sheet for 2007-08 of the Transferee Company, it is seen that the Transferee Company had sale transactions with Reed-Infomedia India Private Limited, a private company in which Mr. Prakash Iyer, the then Director of Transferee Company was a interested as Director. It was also observed that the Transferee Company has not obtained approval of the Central Government as envisaged under section 297 of the Act. Hence, the Registrar of Companies, Mumbai has been directed to initiate necessary penal action in this regard. It is further stated that the above has been brought to notice of this Court since the Transferee Company is a listed company and these transactions have occurred between the related parties, on which non-compliance of the provisions of the Companies Act has been observed. Save as aforesaid the Scheme is not prejudicial to the interest of Creditors and Shareholders and public. The learned counsel appearing for the Transferee Company states that as and when notice is received suitable reply will be send to the Registrar of Companies. It is open to ROC and other appropriate authorities to initiate necessary action in this regards. 2 4. The Official Liquidator has filed report in Company Petition Nos.431 of 2009 stating that the affairs of Transferor Company has been conducted in a proper manner and that the Transferor Company may be ordered to be wound up. 5. Upon perusal of the entire 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 any public policy. None of the parties concerned have come forward to oppose the Scheme. 6. There is no objection to the Scheme save and except what is mentioned in paragraph 3 above and since all the requisite statutory compliances have been fulfilled, Company Petition Nos.431 of 2009 and 432 of 2009 are made absolute in terms of prayer clause (a). 7. The Transferee Company to lodge 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 adjudication of stamp duty, payable, if any, on the same within 30 days from the date of order. 8. The Petitioners in both the Companies to pay cost of Rs. 7500/- each to the Regional Director. Petitioner in Company Petition Nos. 431 of 2009 to pay cost of Rs.7500/- to the Official Liquidator, High Court, Bombay. Cost to be paid within 4 weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 9. Filing and issuance of the drawn up order is dispensed with. All concerned authorities to act on a copy of this order duly authenticated by Company Registrar, High Court, Bombay. (COMPANY JUDGE) 3