IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 150 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 19 OF 2009 FILMCITY COMMUNICATION TECHNOLOGIES LIMITED …………Petitioner / Transferor Company. COMPANY PETITION NO. 151 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 20 OF 2009 FILMCITY MEDIA LIMITED …………Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956); In the matter of Sections 391 to 394 of the Companies Act, 1956 In the matter of Scheme of Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED with FILMCITY MEDIA LIMITED Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. S. Ramakantha, Dy. Official Liquidator in C.P. No. 150 of 2009. ______________ i/b Mr. S.K. Mohapatra for Regional Director in C.P. No. 150 & 151 of 2009 CORAM: A. M. Khanwilkar, J. DATE: 2nd May, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, the Transferor Company with FILMCITY MEDIA LIMITED, the Transferee Company. 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. 2 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 raised in paragraph 6 of the said affidavit state that the Balance Sheet at 31/03/2008 of the Transferee Company, revealed that there is a prima facie violation of section 297 of the Companies Act, 1956 in respect of its transactions with M/s. Wellness Communications Private Limited and M/.s S. G. Software Entertainment Private Limited, the companies in which Shri. Surendra Gupta is also a Director, since the Transferee Company did not obtain previous approval of the Central Government for those transactions. The Transferee Company undertakes that they are filing applications under section 621 (A) of the Companies Act for getting these violations compounded. In view thereof, the Regional Director does not have any other objection to the scheme being sanctioned. 6. The Official Liquidator has filed report in Company Petition Nos.150 of 2009 stating therein that the affairs of the Transferor Company have been conducted in a proper manner 3 and that the Transferor Company may be ordered to be dissolved. 7. 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 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 Company have been conducted in a proper manner. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 150 of 2009 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (j) and Company Petition No. 151 of 2009 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (i). 9. The Petitioner Companies 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. 4 10. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and the Petitioner in the Company Petition No. 150 of 2009 filed by the Transferor Company to pay cost of Rs. 7,500/- to the Official Liquidator. Costs to be paid within four weeks from today. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (A. M. Khanwilkar, J.) 5