IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.12 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1314 OF 2007 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 and 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Jhaveri Precious Metals Private Limited with Jhaveri Noble Metals Private Limited. Jhaveri Precious Metals Private Limited ..... Petitioner/Transferor Company AND COMPANY PETITION NO. 13 OF 2008 CONNECTED WITH COMPANY APPLICATION NO. 1315 OF 2007 In the matter of the Scheme of Amalgamation of Jhaveri Precious Metals Private Limited with Jhaveri Noble Metals Private Limited. Jhaveri Noble Metals Private Limited...... Petitioner/Transferee Company Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners. Mr. S Ramakant Dy official Liquidator in Company Petition No 13 of 2008. Ms. Nisha Valani i/b S.K Mohapatra for R.D in both the Petitions. CORAM: A. M. KHANWILKAR J. DATE : 29 th FEBRUARY, 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Jhaveri Precious Metals Private Limited, the Transferor Company with Jhaveri Noble Metals Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners have stated that they have complied with all the requirements as per directions of this Hon'ble Court and they have filed necessary affidavits of compliance in the Court. 4. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However in paragraph 6 of the said affidavit, the Regional Director has stated that the Petitioner Company may be directed to furnish an undertaking as regards compliance with Accounting Standard 14 i.e. “Accounting for Amalgamation” issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioners undertakes that necessary disclosure requirements under the said Accounting Standard 14 would be complied with. The said undertaking is accepted. 2 5. The Official Liquidator has filed report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. Upon perusal of the entire material on record, in my opinion the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public policy. None of the parties concerned have come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and the public. 7. There is no objection to the Scheme save and except as stated herein above and since all the requisite statutory compliances have been fulfilled Company Petition filed by the Transferor Company and the Transferee Company are made absolute in terms of prayer clause (a) to (c) in Company Petition No.12 of 2008 filed by the Transferor Company and prayer clause (a) and (b) in Company Petition No.13 of 2008 filed by the Transferee Company. 8. The Petitioner Companies to lodge copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty, payable, if any, on the same within 30 days of obtaining the authenticated and/or certified copy of this Order. 3 9. The Petitioner in both the Company Petition to pay cost of Rs.5000/- each to the Regional Director. Petitioner in Company Petition No.12 of 2008 to pay to the Official Liquidator, High Court, Bombay a sum of Rs 5,000/- . Costs to be paid within four weeks from today. Petitioner to comply with statutory compliances,applicable, if any. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order alongwith scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. Khanwilkar J.) 4