ORDER Rajendra Menon, J. 1. By this petition filed under Sections 391 - 394 of the Companies Act, 1956, sanction of this Court is sought with regard to a composite scheme of arrangement in the nature of demerger pertaining to Radio Business of the Petitioner Company namely; Synergy Media Entertainment Limited, to the Respondent company - M/s D.B. Group through D.B. Corporation Limited, and for restructuring of the share capital of the Petitioner company. 2. The registered office of the Petitioner company is situated within the territorial jurisdiction of this Court and, therefore, this Court has jurisdiction in the matter. Copies of the Memorandum and Articles of Association of the demerged company i.e. Synergy Media Entertainment Limited, and the resulting company - M/s D.B. Group through D.B. Corporation Limited, have been filed, audited balance-sheet alongwith report of the auditors are also available on record. A copy of the composite scheme of arrangement for demerger has also been brought on record and the salient features of the scheme have been incorporated in detail in the application filed under Sections 391 - 394 read with Sections 100, 104, 98 of the Act, and the affidavits accompanying the same. The Board of Directors of the demerged company and the resulting company, in their separate meetings, have unanimously resolved and approved the proposed scheme of arrangement and restructuring of share capital. All these documents are available on record as Annexures A/1 to A/14(2). Copy of the resolutions passed in each of the meeting of the Board of Directors of the demerged company and the resulting company are also available on record. Earlier an application under Section 391(1) of the Companies Act, 1956 was filed seeking dispensation with the requirement of convening a meeting of the share holders, secured & unsecured creditors and the same was allowed by this Court on 12.8.2010 i.e. in Company Petition No. 3 of 2010. 3. Learned Counsel appearing for the Petitioner company has submitted before this Court that all the requirement as per the directions of this Court have been complied with and the requisite affidavits of the competent officers of both the companies have been filed and the same are on record. The companies further undertake to comply with all the other statutory requirement, if any required, under the Companies Act and the Rules made thereunder. Consent of the equity share-holders are available as Annexure A/9(1) to A/9(9). The companies further undertake to comply with all the other statutory requirement, if any required, under the Companies Act and the Rules made thereunder. Consent of the equity share-holders are available as Annexure A/9(1) to A/9(9). Consent of the secured creditors are available as Annexures A/11(1) to A/11(2). Consent of the unsecured creditors comprising of 87.71% in value, of the total unsecured creditors is available as Annexures A/13(1) to A/13(2). Proceedings of the composite claim and the arrangement in the nature of demerger of the radio business of the Petitioner company and the resulting company and restructuring of the share capital of the Petitioner company is available as Annexure A/6. The financial position of the companies as on 31.3.2010 are indicated in the affidavits and the accompanying documents. Through the Official Liquidator, vide communication dated 26.11.2010 of the Regional Director, North Western Region, Ahmedabad has been filed with affidavit, which is available on record. The Regional Director in his affidavit has clearly stated that the requirements of the Act have been complied with and the affidavit filed by the Regional Director reads as under: 2. That, the observations of the Central Government on the Scheme are as under: (a) It is submitted that the accounting entries/adjustments to be made in the books of accounts of the Petitioner company are stated at Para No. 11.1 of the Scheme. It is further submitted that the Accounting entries/adjustments as a consequence of the Scheme of Arrangement, are to be made as per the Accounting Standard-14 notified by the Central Government under Section 211(3A) of the Companies Act, 1956. The Petitioner Company may therefore, be directed by this Hon'ble Court to make adjustments in their Books of accounts as per the Accounting Standard-14 notified by the Central Government read with Section 211(3A) of the Companies Act, 1956. (b) It is submitted that the details of the assets & liabilities & the values thereof of the "Radio Business" or "Radio Undertaking" of the Transferor company i.e. M/s Synergy Media Entertainment Ltd under this scheme have not been mentioned in the scheme. The Petitioner company have however, separately submitted that the said detail (Copy attached herewith and marked as Annexure I) alongwith the Resulting company's letter dated 4.11.2010. The Petitioner company have however, separately submitted that the said detail (Copy attached herewith and marked as Annexure I) alongwith the Resulting company's letter dated 4.11.2010. (c) It is submitted that the Registrar of Companies, Gwalior, Madhya Pradesh has submitted his report vide his letter No. ROC-G/391-394/STA(S)/1212 dated 17.9.2010 and as per the said report, no complaint has been received in respect of the aforesaid Scheme of arrangement. 4. Vide I.A. No. 609/2011, the affidavit on behalf of Petitioner Company has been filed specifically stating that no accounting standards are applicable in case of demerger and reduction of share capital and this is supported by the certificate of the Statutory Auditor contained in the affidavit. Thus no objection regarding accounting standard applicability is sustainable. That apart, with regard to the objections raised by some of the Creditors represented by Shri R.S. Siddiqui, a separate affidavit has been filed and on behalf of the resulting company it is pointed out that with regard to the objection filed by these creditors, some dues are pending to be paid by the Petitioner company - M/s Synergy Media Entertainment Ltd, and it is stated in the affidavit that the 'Radio Business' of the Petitioner company is being demerged with the resulting company and the resulting company undertakes to pay all the liabilities that would be crystallized upon the settlement of any such dispute between the creditors and the Petitioner company by the appropriate judicial authorities and the same shall become the liability of the resultant company - M/s D.B. Corporation, and shall be met, discharged and satisfied as per directions of the authorities concerned. Affidavits in this regard have been filed which are available on record and the scheme in question also incorporates a provision by which the resulting company is obliged to discharge all the liabilities of the radio business post demerger of Petitioner company with respect to the creditors, who have filed their objections i.e.... Phonographic Performance Limited. 5. Having gone through the totality of the circumstances and the material as has come on record and on going through the scheme, the same appears to be fair and reasonable and is not in violation to any provision of law nor is it contrary to public policy. Except for the creditors represented by Shri R.S. Siddiqui, i.e. Phonographic Performance Limited, who are the minor creditors, none has come to oppose the scheme. 6. Except for the creditors represented by Shri R.S. Siddiqui, i.e. Phonographic Performance Limited, who are the minor creditors, none has come to oppose the scheme. 6. Since all the statutory requirement as contemplated have been fulfilled, the scheme in question contained in Company Petition No. 5/2010 alongwith the accompanying Company Petition No. 3/2010 [Application under Section are made absolute and the prayer made from paragraph 'a' to 'd' of Company Petition No. 5/2010 and the accompanying Company Petition No. 3/2010 are allowed. Prayers made in both the applications are respectively allowed and the petition for demerger and the scheme in question is approved by this Court. 7. In view of the approval accorded by this Court, the proposed scheme for arrangement in the nature of demerger of Radio Business and restructuring of share capital are accepted and sanction for the same is granted. The companies in question are directed to comply with all the statutory requirement in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days. The sanction shall become effective from the appointed date of arrangement as per the scheme. 8. The Petitioner company shall file a copy of this order and the scheme duly authenticated by the Registrar of this Court at Jabalpur, Madhya Pradesh with the concerned competent authority of stamps, for the purpose of adjudication of stamp duty, if any, payable on the same within a period of 60 days from the date of this order. A copy of this order shall be placed before the Registrar of Companies, Gwalior, MP for taking necessary action in the matter in accordance to Rules. 9. Both the applications i.e. Company Petition No. 5 of 2010 and Company Petition No. 3/2010, stand allowed and disposed of in terms of the above.