IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 293 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 165 OF 2010 ETC NETWORKS LIMITED …………the Transferor Company COMPANY SCHEME PETITION NO. 291 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 166 OF 2010 ZEE ENTERTAINMENT ENTERPRISES LIMITED …………the Transferee / Demerged Company COMPANY SCHEME PETITION NO. 292 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 167 OF 2010 ZEE LEARN LIMITED …………the Resulting Company In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Amalgamation and Arrangement between ETC 2 Networks Limited (‘the Transferor Company’) and Zee Entertainment Enterprises Limited (‘the Transferee Company’ or ‘the Demerged Company’) and Zee Learn Limited (‘the Resulting Company’) and their respective Shareholders and Creditors Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., Advocates for the Petitioners. Dr. T. Pandian Dy. Official Liquidator, present in the Company Scheme Petition No. 293 of 2010. Mr. C. J. Joy and Mr. Aniket Nikam, i/b Shri S.K. Mohapatra for Regional Director in all the Petitions. CORAM: S. J. Vazifdar, J. DATE: 16th July, 2010 PC: 1. Heard learned counsels for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited and Zee Entertainment Enterprises Limited and Zee Learn 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 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 the Scheme does not appear to be prejudicial to the interest of the shareholders and the public. 5. The Official Liquidator has filed his report in Company Scheme Petition No. 293 of 2010 stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved by this Hon’ble Court. 4 6. 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 public policy. None of the parties concerned has come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 293 of 2010, filed by ETC Networks Limited is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 291 and 292 of 2010 filed by the Transferee Company and the Resulting Company respectively are made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies 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 all the Company Scheme Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in the Company 5 Scheme Petition No. 293 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. 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, O.S., Bombay. (S. J. VAZIFDAR, J.)