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1. This second motion joint petition has been filed under sections 391 & 394 of the Companies Act, 1956 (“Act”) seeking sanction of the Scheme of Amalgamation (“Scheme”) of Sitara Media Ventures Private Limited (hereinafter referred to as Transferor Company) with C & C Alpha Group India Private Limited (hereinafter referred to as Transferee Company) (hereinafter both Companies collectively referred to as Petitioner Companies). A copy of the scheme has been enclosed with the petition.

2. The registered offices of the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Hon‟ble Court.

3. Details with regard to the date of incorporation of the Petitioner Companies, their authorized, issued, subscribed and paid up capital have been given in the Petition. CO.PET. 505/2014 3

4. Copies of the Memorandum and Articles of Association as well as the latest audited Accounts for the year ending 31st March 2014 of Petitioner Companies have also been enclosed with the Petition.

5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Amalgamation have also been placed on record.

6. Learned Counsel for the Petitioner Companies submits that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies.

7. The Petitioner Companies had earlier filed an Application C.A (M) No. 114 of 2014 seeking directions of this Court for dispensation of requirement of convening meetings of Shareholders and Unsecured Creditors of the Petitioner Companies. Vide order dated 30.07.2014, this Court allowed the application and dispensed with the requirement of convening meetings of Shareholders and Un-secured Creditors of all the Petitioner Companies. Since there are no Secured Creditors in the Petitioner Companies, the CO.PET. 505/2014 4 requirement for convening meeting of the Secured Creditors of the Petitioner Companies did not arise.

8. The Petitioner Companies have thereafter filed the present petition seeking sanction of the Scheme. Vide order dated 11.08.2014, notice in the petition was directed to be issued to the Regional Director, Northern Region. Citations were also directed to be published in „Statesman‟ (English) and „Veer Arjun‟ (Hindi). Affidavit of service and publication has been filed by the Petitioners showing compliance regarding service of the petition on the Regional Director, Northern Region, and also regarding publication of citations in the aforesaid newspaper. Copies of the newspaper cuttings, in original, containing the publications have also been filed along with the Affidavit of Service.

9. In response to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 24.11.2014 wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company CO.PET. 505/2014 5 do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per the 2nd proviso of section 394(1) of the Act.

10. In response to the notices issued in the petition, Mr. A.K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs, has filed his Affidavit on 21.11.2014. Relying on Clause 8.[1] Part II of the Scheme, he has stated that, upon sanction of the Scheme, all the employees of the amalgamating company shall become the employees of the amalgamated company on the same terms and conditions on which they are engaged by the amalgamating company without any break, discontinuance or interruption in their service on the said date. Further, learned Regional Director submits that despite notice, Income Tax Authorities has not raised any observation with respect to the Scheme.

11. No objection has been received to the Scheme from any other party. Mr Rajesh R Mehta, Authorised Signatory of all the Petitioner Companies, has filed an Affidavit dated 24.11.2014, confirming that neither the Petitioner Companies nor their Legal Counsel has received any CO.PET. 505/2014 6 objection pursuant to citations published in the newspapers.

12. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies, representation/affidavit/report filed by the Regional Director, Northern Region and Official Liquidator attached with this Court to the proposed scheme, there appears to be no impediment to the grant of Sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law.

13. Certified copy of the order will be filed with the receipt of the same. In terms of the provisions of sections 391 and 394 of the Act, and in terms of the Scheme the whole of the undertaking, the properties, rights and powers of the Transferor Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the Transferor Company be transferred to the Transferee CO.PET. 505/2014 7 Company without any further act or deed. Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without following the process of winding up.

14. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permission/ compliance with any other department which may be specifically required under any law.

15. Learned Counsel for the Petitioner states that the Petitioner Companies (collectively) would voluntarily deposit a sum of Rs. 25,000/- in the Common Pool fund of the Official Liquidator within three weeks from today. The statement is accepted.