IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 441 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 404 OF 2010 Mahendra Brothers Diamonds Private Limited … Petitioner/Amalgamating Company WITH COMPANY SCHEME PETITION NO. 442 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 405 OF 2010 Rijay Diamonds Exports Private Limited … Petitioner/ Amalgamating Company WITH COMPANY SCHEME PETITION NO. 443 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 406 OF 2010 2 Aashi Jewels Private Limited … Petitioner/ Amalgamating Company WITH COMPANY SCHEME PETITION NO. 444 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 407 OF 2010 Rijay Properties and Developers Private Limited … Petitioner/ Amalgamating Company WITH COMPANY SCHEME PETITION NO. 445 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 408 OF 2010 Saumil Properties and Developers Private Limited … Petitioner/ Amalgamating Company WITH COMPANY SCHEME PETITION NO. 446 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 409 OF 2010 3 Visualise Financials Private Limited … Petitioner/Amalgamating Company WITH COMPANY SCHEME PETITION NO. 447 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 410 OF 2010 Mahendra Brothers Exports Private Limited … Petitioner /Amalgamated Company IN THE MATTER of Scheme of Amalgamation of Mahendra Brothers Diamonds Private Limited and Rijay Diamonds Exports Private Limited and Aashi Jewels Private Limited and Rijay Properties and Developers Private Limited and Saumil Properties and Developers Private Limited and Visualise Financials Private Limited with Mahendra Brothers Exports Private Limited and their respective Shareholders and Creditors. Miss Khushboo Gagrani i/b Crawford Bayley & Co. Advocate for the Petitioners. 4 Mr. C.J. Joy and Mr. N.D. Sharma i/b Mr. S.K. Mohopatra for Regional Director. Dr. T. Pandian, Deputy Official Liquidator present in CSP No. 441 of 2010 to 446 of 2010. CORAM: S. J. KATHAWALLA J. DATE: 29th October, 2010 PC: 1. Heard learned Counsel for the Parties. 2. The sanction of this Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Mahendra Brothers Diamonds Private Limited, Rijay Diamonds Exports Private Limited, Aashi Jewels Private Limited, Rijay Properties and Developers Private Limited, Saumil Properties and Developers Private Limited and Visualise Financials Private Limited with Mahendra Brothers Exports Private Limited and their respective Shareholders and Creditors. 5 3. Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed a report in Company Scheme Petition Nos. 441 of 2010 to 446 of 2010 stating that the affairs of the Petitioner Companies have been conducted in a proper manner and that the Petitioner Companies may be ordered to be dissolved. 6. 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 public policy. None of the Parties concerned have come forward to oppose the Scheme. 6 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 441 of 2010 to 446 of 2010 are made absolute in terms of prayer clauses (a) to (f) of the respective Petitions and Company Scheme No. 447 of 2010 is made absolute in terms of prayer clauses (a) to (f). 8. The Transferee 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 the Order. 9. The Petitioners in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai. The Petitioner Company in Company Scheme Petition Nos. 441 of 2010 to 446 of 2010, to pay costs of Rs.10,000/- each, to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 7 10. Filing and issuance of the drawn up order is dispensed with. 11. All authorities concerned to act on a copy of this Order alongwith Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. KATHAWALLA J.)