Allowed

Whats on India Media Private Limited Vs

Bombay HC25 Oct 2012CSP/420/2012

Case brief

AI extract

What is this about?

The court considered a Scheme of Arrangement between Whats On India Media Private Limited and 9X Media Private Limited under Sections 391-394 of the Companies Act, 1956. Addressing the Regional Director's concern regarding capital gains tax, the petitioner undertook payment, leading the court to find the scheme fair and order the petitions made absolute.

What did the court decide?

Company Scheme Petition Nos. 420 of 2012 and 421 of 2012 made absolute. Directors to lodge scheme for stamp duty adjudication and file with ROC. Petitioners to pay costs of Rs. 10,000 each to Regional

Whats on India Media Private Limited Vs — Company and Corporate | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO 420 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.376 OF 2012

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Whats On India Media Private Limited

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…………Petitioner/Transferor Company

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AND

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COMPANY SCHEME PETITION NO 421 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 377 OF 2012 9X Media Private Limited

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…………..Petitioner/Transferee Company

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND In the matter of Sections 391 to 394 of the Companies Act, 1956; ` AND

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In the matter of Scheme of Arrangement BETWEEN

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Whats On India Media Private Limited (‘the Transferor Company’) AND

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9X Media Private Limited (‘the Transferee Company’)

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AND

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their respective shareholders

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Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in both the Petitions.

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Mr. P.S Gujar i/b Dr. T. C. Kaushik for Regional Director in both the Petitions.

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Coram: Anoop V Mohta, J

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Date: 25^th October 2012

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P.C:

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Heard the learned counsel for the Petitioners. No one else appeared. I am satisfied that the order can be passed in

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terms of draft of minutes of order dated 25^th October 2012 as per the practice. The scheme is subject to compliances of all statutory provisions also. Therefore the following order.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Whats On India Media Private Limited and 9X Media Private Limited and their Respective Shareholders.

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The Counsel for the Petitioners further states that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioners through their Counsel 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.

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The Regional Director has filed an Affidavit dated 19^th October 2012 stating therein that save and except as stated in paragraph 6 of the Affidavit, the scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the Affidavit, the Regional Director has stated that:-

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“That the deponent further submits that, the Assets and Liabilities of the Transferor Company are proposed to be transferred to the Transferee Company by way of sale with consideration of Rs 2,80,00,000/- . In view of the above Transferor Company has to undertake to pay the taxes on Capital Gains arising out of this transaction, if any.”

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As far as observations made in paragraph 6 of the Affidavit of the Regional Director is concerned, the Petitioner/Transferor Company through their Counsel undertakes that all applicable taxes on Capital Gains arising of this transaction,

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if any, will be paid by the Transferor Company. The said Undertaking is accepted

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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 any public policy. None of the parties concerned has come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 420 of 2012 and 421 of 2012 filed by the Petitioner Companies are made absolute in terms of prayer clause (a) of the respective Petitions.

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The Petitioner Company 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 receipt of the order.

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Petitioner to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-form 21, within 30 days from the date of issuance of the order by the Registry.

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The Petitioners to pay cost of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. Costs to be paid within four weeks from today.

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Filing and issuance of the drawn up order is dispensed with.

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All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay.

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(Anoop V Mohta, J)

Whats on India Media Private Limited Vs

Case brief

What is this about?

What did the court decide?

Whats on India Media Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

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Statutes considered

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