1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.121 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.82 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation OF ZES Holdings Limited (‘the First Transferor Company’) AND Zee Multimedia Worldwide Limited (‘the Second Transferor Company’) WITH Zee Entertainment Enterprises Limited ( ‘the Transferee Company’) AND their respective shareholders and creditors ZEE ENTERTAINMENT ENTERPRISES LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ) ] ] …..Petitioner Company Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioner. Mr. N.D Sharma, i/b Mr. H.P. Chaturvedi for Regional Director. Mr. Tushar Bhavsar i/b M/s Yasmin Bhansali & Co. Advocates for High Definition Television Private Limited. 2 CORAM: S. J. KATHAWALLA, J DATE: 10th JUNE, 2011 P.C.: 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 ZES Holdings Limited, ‘the First Transferor Company and Zee Multimedia Worldwide Limited, the Second Transferor Company with Zee Entertainment Enterprises Limited, the Transferee Company and their respective Shareholders. 3. The Counsel for the Petitioner submits that both the Transferor Companies are wholly owned subsidiaries of the Petitioner Company. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner 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. 5. The Regional Director has filed an affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said affidavit, it appears that the scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6(a) and (b) of the said Affidavit, the Regional Director has stated that: 3 “(a) The Transferee Company was inspected U/s 209A of the Companies act, 1956 during the year 2008 and 2010 and various volitions were pointed out by the Inspecting Officer of the Ministry of Corporate Affairs and the matter is under consideration of the ministry . In this connection, Deponent further submits, that, liberty may be granted to the Regional Director/Registrar of Companies/Ministry of Corporate Affairs to initiate any penal action against the transferee company and its officers in default, if any violation are established on the basis of inspection conducted. (b) As per clause 16.4 and 16.5 of the Scheme, the Transferee shall ensure that the names of the Transferor Companies No. 1 and 2 are struck off from the respective records of the Registrar of Companies Mauritius and British Virgin Islands respectively.” 6. As far as the observations made in paragraph 6(a) of the Affidavit of Regional Director is concerned, it is clarified that sanctioning of the Scheme will not dilute the proposed penal action to be taken by the Regional Director/Registrar of Companies/Ministry of Corporate Affairs against the Transferee Company and its officers, in default, if any violation are established on the basis of inspection conducted. 7. So far as the observations made in paragraph 6(b) of the Affidavit of the Regional Director are concerned, the Petitioner Company through their counsel undertakes that the Petitioner Company will ensure that the names of the Transferor Companies are struck off from the 4 respective records of the Registrar of Companies, Mauritius and British Virgin Islands respectively. The said undertaking is accepted. 8. The learned advocate for one M/s. High Definition Television Private Limited has submitted that his client has a claim of Rs.72,21,756/- against the Petitioner Company. The learned counsel for the Petitioner has drawn my attention to the fact that a Suit has been filed by M/s. High Definition Television Private Limited before this Court being Suit No.815 of 2005 and pursuant to an order passed in Summons for Judgment No.606 of 2005 on 20th February 2006, the Petitioner Company was directed to deposit a sum of Rs.60,00,000/- which the Petitioner Company has deposited by way of Pay Order with the Office of Prothonotary & Senior Master. The suit is pending before this Court. My attention is also invited to order dated 9th September 2010 passed in Company Scheme Petition Nos. 457 and 458 of 2010 when similar objections were raised by M/s. High Definition Television Private Limited opposing the Scheme of Arrangement between INX Media Private Limited and the Petitioner Company. The objection of M/s. High Definition Television Pvt. Ltd. is, therefore, rejected. 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. 10. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.121 of 2011 is made absolute in terms of prayer Clauses (a) to (c) of the Petition. 5 11. The Petitioner 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 order. 12. The Petitioner to pay costs of Rs.10,000/- to the Regional Director. Costs to be paid within four weeks from today. 13. Filing and issuance of the drawn up order is dispensed with. 14. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S. J. KATHAWALLA, J)