IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 185 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 126 OF 2010 KALA KOSH AUCTIONS PRIVATE LIMITED ………… Petitioner / Transferor Company COMPANY SCHEME PETITION NO. 186 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 127 OF 2010 SHIRPUR GOLD REFINERY LIMITED ………Petitioner / Transferee Company In the matter of Sections 391 to 394 the Companies Act, 1956. AND In the matter of Scheme of Arrangement between Kala Kosh Auctions Private Limited (‘KKAPL’ or ‘the Transferor Company’) and Shirpur Gold Refinery Limited (‘SGRL’ or ‘the Transferee Company’) and their respective Shareholders and Creditors Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioners. Dr. T. Pandian, Dy. Official Liquidator, in Company Scheme Petition No. 185 of 2010 Mr. Vishwajit Sawant i/b Mr. S. K. Mohapatra for Regional Director in both the Petitions. CORAM: S. J. Vazifdar, J. DATE: 11th June, 2010 PC: 1. Heard learned counsels for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Arrangement between Kala Kosh Auctions Private Limited and Shirpur Gold Refinery Limited and their respective Shareholders and Creditors. 2 3. Counsel appearing on behalf of the Petitioners 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 Companies undertake to comply with all 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 that the scheme does not appear to be prejudicial to the interest of shareholders and public. 5. The Official Liquidator has filed his report in Company Scheme Petition No. 185 of 2010 stating therein 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. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of 3 law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 185 of 2010 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (d) and Company Scheme Petition No. 186 of 2010, filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (c). 8. The Petitioner Companies 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 both the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai, and the Petitioner in the Company 4 Scheme Petition No. 185 of 2010 filed by the Transferor Company to pay costs of Rs.7,500/- to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Vazifdar, J.) 5