JUDGMENT Rekha Sharma, J. (Oral)-This is a petition under Sections 391(2) to 394 of the Companies Act, 1956 for demerger/amalgamation of Media Video Ltd. - Demerged Company/Petitioner Company No.1; Smart Buildwell Pvt. Ltd. - Transferor Company/Petitioner Company No.3; Amigo Auto Pvt. Ltd. - Transferor Company No.1 /Petitioner Company No 4; Dendrobium Property Developers Pvt. Ltd. - Transferor Company No. 2/Petitioner Company No.5; Par Realters Pvt. Ltd. - Transferor Company No.3 /Petitioner Company No.6; Media Publicity India Pvt. Ltd. - Transferor Company No. 4/ Petitioner Company No.7; Anukool Realters Pvt. Ltd. - Transferor Company No. 5/Petitioner Company No. 8 with MVL Infrastructure Limited - Transferee Company/Petitioner Company No.2. 2. The registered offices of the Demerged Company /Petitioner Company No.1 and Transferor Companies/Petitioner Company Nos. 3 to 8 and the Transferee Company/Petitioner Company No.2 are situated within the jurisdiction of this Court. 3. The petitioner companies had filed Company Application (M) No. 83/2007 which was allowed vide order dated April 23, 2007. While allowing the application, the requirement of conducting statutory meetings of the equity shareholders of the Transferor Companies/Petitioner Company Nos. 3 to 8, and the Transferee Company/Petitioner Company No.2 was dispensed as their consents/no objection in writing had been obtained. There were no secured or unsecured creditors of the Transferee Company and the Transferor Company namely, Smart Buildwell Private Limited. There were no secured creditors of the Transferor Company Nos. 1 to 5. The meeting of unsecured (sundry) creditors of Transferor Company Nos. 1 to 5 and the Demerged Company was also dispensed with as their consent in writing had been obtained. However, the meeting of the equity shareholder, the warrant holders and the secured creditors of the demerged company were directed to be held. 4. The chairperson holding the statutory meetings of the equity shareholders, warrant holders and secured creditors of the Demerged Company has filed his report stating that the meetings of the equity shareholders, warrant holders and secured creditors were held on June 18, 2007 at FICCI Auditorium, Tansen Marg, New Delhi-110001. It has been further stated that the scheme has been approved by the requisite majority in number and value. 5. After the present petition was filed, vide order dated July 9, 2007 citations were directed to be published in Financial Express (English) and Veer Arjun (Hindi), in terms of Companies (Court) Rules, 1959. It has been further stated that the scheme has been approved by the requisite majority in number and value. 5. After the present petition was filed, vide order dated July 9, 2007 citations were directed to be published in Financial Express (English) and Veer Arjun (Hindi), in terms of Companies (Court) Rules, 1959. An affidavit dated August 22, 2007 has been filed stating that the publication as directed was effected on August 14, 2007. The paper cuttings containing the publication of the said citations were also filed along with the affidavit. 6. Vide order dated July 9, 2007, in addition to publication, notices were directed to be issued to the Official Liquidator and the Regional Director (Northern Region). Pursuant to the service of notice, report dated August 21,2007 has been filed by the Official Liquidator. As per the report the Official Liquidator he had sought some information from the petitioner companies vide letter No. OL/TECH/AMAL/49.332 dated July 20,2007. In response to the said letter following information was received: (i) The Demerged Company/Petitioner No.1 Media Video Ltd. was incorporated on December 3, 1986 under the provisions of the Companies Act, 1956. The Demerged Company has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 53,10,00,000/- divided into 5,31,00,000 equity shares of Rs.I01- each. The issued, subscribed and paidup share capital of the company is Rs. 34,74,80,3801- divided into 3,47,48,038 equity shares of Rs. 101- each. (ii) The Transferee Company 1 Petitioner No.2 MVL Infrastructure Limited, was incorporated on October 18, 2006. The Transferee Company has filed its Memorandum and Articles of Association. The authorized share-capital of the company as on July 20,2007 is Rs. 25,10,00,000/ - divided into 2,51,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the company is Rs. 5,02,000/- divided into 50,200/- equity shares of Rs. 10/- each fully paid up. (iii) The Transferor Company/Petitioner Company No.3 was incorporated on December 31,2004 under the provisions of the Companies Act, 1956. The Transferor Company has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 8,05,00,000/- divided into 80,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the company is Rs. 8,03,00,000/ - divided into 80,30,000 equity shares of Rs.10/- each fully paid up. The Transferor Company has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 8,05,00,000/- divided into 80,50,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the company is Rs. 8,03,00,000/ - divided into 80,30,000 equity shares of Rs.10/- each fully paid up. (iv) The Transferor Company No. l/Petitioner Company No.4 was incorporated on June 1,2005, under the provisions of the Companies Act, 1956. The Transferor Company No.1 has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 1,00,00,000/divided into 10,00,000 equity shares of Rs. 10/- each. The & issued, subscribed and paidup share capital of the company is Rs. 1,00,00,000/ - divided into 10,00,000 equity shares of Rs.10/- each fully paidup. (v) The Transferor Company No.2/ Petitioner Company No.5 was incorporated on December 13, 2005 under the provisions of the Companies Act, 1956. The Transferor Company No.2 has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the company is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each fully paid up. (vi) The Transferor Company No.3/Petitioner Company No.6 was incorporated on February 22,2006 under the provisions of the Companies Act, 1956. The Transferor Company No.3 has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 1,00,00,000/divided into 10,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the company is Rs. 1,00,00,000/ - divided into 10,00,000 equity shares of Rs.10/- each fully paid up. (vii) The Transferor Company No.4/petitioner Company No.7 was incorporated on May 20, 1994 under the provisions of the Companies Act, 1956. The Transferor Company No.4 has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 2,00,00,000/divided into 20,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the company is Rs. 1,00,00,000/ - divided into 10,00,000 equity shares of Rs.100/- each. (viii) The Transferor Company No.5/ Petitioner Company No.8 was incorporated on March 23, 2006 under the provisions of the Companies Act, 1956. The Transferor Company No.5 has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 1,00,00,000/ - divided into 10,00,000 equity shares of Rs.100/- each. (viii) The Transferor Company No.5/ Petitioner Company No.8 was incorporated on March 23, 2006 under the provisions of the Companies Act, 1956. The Transferor Company No.5 has filed its Memorandum and Articles of Association. The authorized share capital of the company is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paidup share capital of the company is Rs. 1,00,00,000/ - divided into 10,00,000 equity shares of Rs.10/- each fully paidup. 7. The Official Liquidator in response to the notice served on him has stated that he has looked into the accounts of all the petitioner companies. He has enclosed the balance sheets of all the companies. 8. The Official Liquidator has stated that he has not received any complaint against the scheme of amalgamation from any person/parties interested in the scheme. Rather, on the basis of information submitted by the Companies he has observed that the affairs of the Transferor Companies do not appear to have been conducted in a manner prejudicial to the interest of the members, creditors or public interest. 9. Pursuant to the service of notice on the Regional Director (NR) he too has filed a report which is in the form of an affidavit of Shri Rakesh Chandra. Referring to Clause 2.14(a) of Part-II of the Scheme of Arrangement/ Amalgamation, he has stated that all the employees of the Demerged Company engaged in Demerged Undertaking shall become the employees of the Resultant Company viz. M/s. MVL Infrastructure Ltd. and the employees of the all Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the scheme of amalgamation by the Court. 10. The Regional Director has taken an objection with reference to Para 2.31 of Part-II of the Scheme stating that the name of the company can be changed only after following the procedure prescribed under the relevant provisions of the Companies Act, 1956. 11. In response to the above objection the petitioner has given an undertaking that it would make an application under the relevant provisions of the Companies Act to the Registrar of Companies so that the Registrar of Companies can examine whether the name is available and is not an existing name of any other company. 11. In response to the above objection the petitioner has given an undertaking that it would make an application under the relevant provisions of the Companies Act to the Registrar of Companies so that the Registrar of Companies can examine whether the name is available and is not an existing name of any other company. In this view of the matter, objection raised by the Regional Director does not survive. 12. The Regional Director has further taken an objection that on perusal of the report of the Chairman of the meeting of shareholders of the Demerged Company, it is observed that out of 248 shareholders who participated in the meeting, 7 shareholders entitled to Rs. 76,500/- voted against the Scheme. 13. Responding to the said objection it has been stated the Scheme has been approved by over 99% of the shareholders who voted in favour of the Scheme. It has been further stated that the Scheme has been approved by 100% of the secured creditors and warrant holders whose meetings were also directed. The scheme was duly passed in accordance with the provisions of Section 391 (2) of the Act. Considering the facts and circumstances, the objection raised by the Regional Director is rejected. 14. The Regional Director has stated that the shares of Demerged Company are listed with the National Stock Exchange and Bombay Stock Exchange. The Bombay and National Stock Exchange have given their approval subject to certain conditions. Thus, it is further stated that Petitioner/Demerged Company should comply with the conditions. 15. Responding to the above the petitioner has given an undertaking that it would comply with the conditions of the Stock Exchange. 16. The Regional Director has further raised an objection that the individual assets and liabilities and the values pertaining to Demerged Undertaking of the Demerged Company proposed to be transferred to the Resultant Company are not mentioned in the Scheme and as a result the details are not known to the shareholders and creditors of both transferor and Transferee Companies. It is further submitted that the letter dated July 25, 2007 which encloses a copy of the provisional balance sheet as on February 15, 2007 of the Demerged Undertaking should be made a part of the Scheme of Arrangement/Amalgamation. 17. It is further submitted that the letter dated July 25, 2007 which encloses a copy of the provisional balance sheet as on February 15, 2007 of the Demerged Undertaking should be made a part of the Scheme of Arrangement/Amalgamation. 17. It is stated by the petitioners that they have no objection if the provisional balance-sheet of Demerged Undertaking as on February 15, 2007 is annexed with the Scheme. It is further submitted that in any case, since the scheme has been approved, the assets and liabilities pertaining to Demerged Undertaking shall stand transferred to the Resultant Company. The objection, therefore, is of no consequence. 18. The petitioner companies have stated that no proceedings are pending against them under Sections 235 to 251 of the Companies Act, 1956. 19. In view of the averments made in the petition, the material placed on record and the affidavits filed on behalf of the petitioners there is no legal impediment to sanction the scheme of arrangement/amalgamation. Consequently, sanction is hereby granted to the scheme of arrangement/ amalgamation under Sections 391 and 394 of the Companies Act, 1956 subject to all the undertakings given by the petitioners. The Transferee Company will comply with the statutory requirements in accordance with law. Certified copy of this order shall be filed with the Registrar of Companies within five weeks. It is clarified that this order will not be construed as an order granting exemption from payment to stamp duty that is payable in accordance with law. Upon the Scheme becoming effective from the Appointed Date, all the Transferor Companies shall stand dissolved without being wound up. 20. Cost of Rs. 20,000/- be paid by the petitioners to the Official Liquidator which will be deposited in the Common Pool of the Official Liquidator. 21. The petition is disposed of with these directions. Petition disposed of.