LAWS(MAD)-2006-10-256

COMPOSITE SCHEME OF AMALGAMATION ARRANGEMENT AND COMPROMISE BETWEEN PENTAMEDIA GRAPHICS LIMITED Vs. BOMBAY STOCK EXCHANGE

Decided On October 13, 2006
IN THE MATTER OF COMPOSITE SCHEME OF AMALGAMATION ARRANGEMENT AND COMPROMISE BETWEEN PENTAMEDIA GRAPHICS LIMITED Appellant
V/S
THE BOMBAY STOCK EXCHANGE Respondents

JUDGEMENT

(1.) THESE company applications are filed by the transferor and transferee companies, challenging the order of the Bombay Stock Exchange dated 13th June 2006 and to direct the Stock Exchange to list the shares of Mayajaal Entertainment Ltd.

(2.) THE prayer herein is the result of the approved Composite Scheme of Amalgamation, merger and compromise which provided for listing of the equity share capital of Mayajaal Entertainment Ltd., in the Madras Stock Exchange, Chennai, National Stock Exchange of India, Mumbai, and the Stock Exchange, Mumbai.

(3.) IT may be seen that in the meantime, the Company replied on 1.11.2004 to furnish the details sought for in the earlier letter. Further correspondence went between the Company and the Stock Exchange seeking further clarification in this regard. The clarification sought for centered particularly on writing off of a huge sum of Rs. 1,130.26 crores. IT is stated that there had been a gradual erosion in the value of assets. After considering the fact that the core business of Pentamedia Graphics Ltd., has been transferred to Mayajaal Entertainment Ltd. and the value of the parent company, namely, Pentamedia Graphics Ltd. was already eroded drastically, it was decided that the documents submitted by the Company and the representation made be placed before the Governing Board to take further action. IT also stated that a legal opinion be taken on the implications on filing of the Scheme before the High Court in spite of Exchange's communication for keeping the matter on hold until No Objection was given by the Exchange.