-: 1 :- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.134 OF 2008 Connected With COMPANY APPLICATION NO.653 OF 2007 VISIONWORKS JEWELRY PVT. LTD. : Petitioner (the Transferor Company) AND COMPANY PETITION NO.135 OF 2008 Connected With COMPANY APPLICATION NO.654 OF 2007 INTERGOLD (INDIA) PVT. LTD. : Petitioner (the Transferee Company) In the matter of the Companies Act, I of 1956; And In the matter of Sections 391 and 394 of the Companies Act, I of 1956; And In the matter of the Scheme of Amalgamation Of VISIONWORKS JEWELRY PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, I of 1956 and having -: 2 :- its registered office at Plots Nos.35(part) and 36 (part), SEEPZ, Andheri (East), Mumbai 400 096 ("the Transferor Company") With INTER GOLD (INDIA) PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, I of 1956 and having its registered office at Plot No.34, SEEPZ, Andheri (East), Mumbai 400 096 ("the Transferee Company") Ms Pallavi Divekar for the Petitioner in Company Petition No.134 of 2008. Ms Pallavi Divekar i/b. Siganporia & Dalvi for the Petitioner in Company Petition No.135 of 2008. Mr.S. Ramakantha, Deputy O.L., in C.P. No.134 of 2008. Mr.C.J.Joy i/b. Mr.S.K.Mohapatra for Regional Director in both the Petitions. CORAM : S.A.Bobde, J. DATE : 8th August, 2008. P.C. 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 and 394 of the Companies Act, 1956, to the Scheme of -: 3 :- Amalgamation between Visionworks Jewelry Private Limited, the Transferor Company and Inter Gold (India) 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 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. 4. The Regional Director has filed Affidavit stating therein that the Scheme is not prejudicial to the interest of the Creditors, the Shareholders and the Public. 5. The Official Liquidator has filed his report in Company Petition No.134 of 2008 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be dissolved. 6. Upon perusal of the entire material placed on record, 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 -: 4 :- come forward to oppose the Scheme. 7. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No.134 of 2008 filed by Transferor Company is made absolute in terms of prayers (a) to (j) and Company Petition No.135 of 2008 filed by Transferee Company is made absolute in terms of prayer (a) to (i). 8. The Transferee Company 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 the order. 9. The Petitioners in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director. Petitioner in Company Petition No.134 of 2008 to pay to the Official Liquidator, High Court, Bombay, a sum of Rs.7,500/- towards his costs. 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 -: 5 :- order alongwith the scheme duly authenticated by the Company Registrar, High Court, Bombay. (S.A. Bobde, J.)