IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 483 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 441 OF 2010 SHRENUJ GEMS & JEWELLERY LIMITED...Petitioner/ Transferor Company No.1 AND COMPANY SCHEME PETITION NO. 484 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 442 OF 2010 SHRENUJ DIAJEWELS LIMITED…Petitioner/ Transferor Company No.2 AND COMPANY SCHEME PETITION NO. 485 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 443 OF 2010 SHRENUJ & COMPANY LIMITED…….. Petitioner / Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN Shrenuj Gems & Jewelery Limited (“Transferor Compnay No. 1”) AND Shrenuj Diajewels Limited (“Transferor Compnay No. 2”) AND Shrenuj & Company Limited (“Transferee Compnay”); 1 AND Their Respective Shareholders. Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioner. Dr. T. Pandian, Dy. Official Liquidator, in CSP No. 483 of 2010 and CSP No.484 of 2010. Ms. Purnima Awasthi, i/b Mr. S. K. Mahapatra for Regional Director in all Petitions. CORAM: S.J. KATHAWALLA J. DATE: 1st October, 2010 PC: 1. Heard learned counsel for the party. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Arrangement between Shrenuj Gems & Jewellery Limited (Transferor Company No.1) and Shrenuj Diajewels Limited (Transferor Company No. 2) and Shrenuj & Company Limited (Transferee Company). 3. Counsel appearing on behalf of the Petitioner 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, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Official Liquidator has filed a report in Company Scheme Petition No.483 of 2010 and Company Scheme Petition No. 484 of 2010 stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 2 5. The Regional Director has filed his Affidavit. In paragraph 5(vii), the Regional Director has inter alia stated that save and except for the non-compliance of Section 295 and 297 of the Companies Act, 1956, the Transferee Company nor any of its directors have contravened with any provisions of the Companies Act, 1956. The Regionasl Director has further stated that save and except as stated in paragraph 6, the scheme does not appear to be prejudicial to the interest of shareholders and public. In paragraph 6 of the said Affidavit the Regional Director has stated that: “The Transferee Company is listed with Bombay Stock Exchange Limited, and National Stock Exchange of India Limited. The new shares proposed to be issued by the Transferee Company are required to be listed in the Stock Exchanges in which the shares are already listed. In this connection the Transferee Company may be directed to comply with the terms of listing agreement including lock-in period in respect of shares proposed to be issued to promoters.” 6. The counsel for the Petitioner Company submits that in respect of the query of the Regional Director in paragraph 5(vii), the Transferee Company has suo-moto filed Compounding Application for the said violation under Sections 295 and 297 of the Companies Act, 1956. The counsel further submits that the said violation does not affect the proposed Scheme of Arrangement. So far as query in paragraph 6 is concerned, the counsel for the Petitioner Companies on behalf of the Transferee Company undertakes to comply with the terms of listing agreement including lock-in period in respect of shares proposed to be issued to promoters. The said undertaking is accepted. 7. The Official Liquidator has filed a report stating that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 3 8. 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. 9. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition Nos. 483 of 2010 and 484 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) to (d), of the respective Petitions and the Company Scheme Petition No. 485 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 10. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), 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. 11. The Petitioners in all Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in Company Scheme Petition No. 483 of 2010 and Company Scheme Petition No. 484 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. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay. (S .J. KATHAWALLA J.) 4