IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 642 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 674 OF 2010 Suncrown Smart Life Private Limited… Petitioner/1st Transferor Company WITH COMPANY SCHEME PETITION NO. 643 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 675 OF 2010 Jay Kay Dee Rubber (India) Limited … Petitioner/2nd Transferor Company WITH COMPANY SCHEME PETITION NO. 644 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 676 OF 2010 Green Meadows Developers and Estate … Petitioner/3rd Transferor Private Limited Company WITH COMPANY SCHEME PETITION NO. 645 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 677 OF 2010 Gold Gerg Finance Private Limited … Petitioner/Demerged Company WITH COMPANY SCHEME PETITION NO. 646 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 678 OF 2010 Cosmos Prime Projects Limited, … Petitioner/Transferee – Resulting Company 2 IN THE MATTER of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 AND IN THE MATTER of Cosmos Prime Projects Limited AND IN THE MATTER of the Composite Scheme of Arrangement for merger of Suncrown Smart Life Private Limited, Jay Kay Dee Rubber (India) Limited and Green Meadows Developers and Estate Private Limited with Cosmos Prime Projects Limited and demerger of Investment Division of Gold Gerg Finance Private Limited into Cosmos Prime Projects Limited. Mr. Yogesh Adhia, Advocate for the Petitioners Dr. T. Pandian, Official Liquidator in C.S.P. Nos. 642 of 2010, 643 of 2010 and 644 of 2010 present. Mr. C. J. Joy and Ms. Soma Singh, i/b Mr. H. P. Chaturvedi for the Regional Director in all the Petitions. CORAM : S. J. Vazifdar, J DATE : 6th May 2011 P.C.: 1. Heard counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956 to a Composite Scheme of Arrangement for merger of Suncrown Smart Life Private Limited, Jay Kay Dee Rubber (India) Limited and Green Meadows Developers and Estate Private Limited with 3 Cosmos Prime Projects Limited and demerger of Investment Division of Gold Gerg Finance Private Limited into Cosmos Prime Projects Limited and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all the requirements as per the directions of this Court and they have filed necessary affidavits of compliance in the Court. Petitioner Companies also undertake to comply with all other statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The undertaking is accepted. 4. The Regional Director has filed affidavit stating therein that save and except as stated in para 6 (a) and (b) of the said affidavit, the Scheme does not appear to be prejudicial to the interest of shareholders and public. The Paragraph 6 of the said Affidavit reads as under:- “6. That the Deponent respectfully submits that :-  That the Fourth Transferor Company is a Non Banking Finance Company, hence the Fourth Transferor Company may be directed to file a copy of the scheme along with the copy of this Hon’ble 4 Court’s order within 30 day’s from the date of the order, with the RBI.  The scheme does not specify the specific appointed date for merger and demerger. Now vide letter dated 19/04/2011 by M/s S. R. Hegde & Co. Chartered Accountants on behalf of the petitioner companies informed that the appointed date will be 31/03/2011. Clause 1.3 of the scheme accordingly be modified.” 5. As far as the first observation in Paragraph 6(a) of the Affidavit of Regional Director is concerned, the Petitioner through their Counsel undertakes to file a copy of the Scheme along with the copy of this Order within 30 days from the date of the order, with the Reserve Bank of India. The undertaking is accepted. 6. So far as the observation in Paragraph 6(b) of the Affidavit of Regional Director is concerned, the Petitioners through their Counsel seek leave of this Court to amend the Scheme in terms of the Schedule handed in which is taken on record and marked ‘X’ for identification. Leave to amend is granted. Amendment to be carried out within two weeks from today. 5 7. The Official Liquidator has filed his report in Company Scheme Petition Nos. 642 of 2010, 643 of 2010 and 644 of 2010, stating that the affairs of Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved without winding up. 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, Company Scheme Petitions Nos.642 of 2010, 643 of 2010, 644 of 2010 and 645 of 2010 are made absolute in terms of prayer clauses (a) to (g) of the Petitions and Company Scheme Petition No.646 of 2010 is made absolute in terms of prayer clauses (a) to (h) of the Petition. 10. 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 adjudication of stamp duty, 6 payable, if any, on the same within 60 days from the date of the Order. 11. The Petitioner in Company Petition Nos.642 of 2010, 643 of 2010 and 644 of 2010 to pay costs of Rs.10,000/- each to the Regional Director and also to the Official Liquidator. The Petitioners in Company Scheme Petition Nos.645 of 2010 and 646 of 2010 to pay cost of Rs.10,000/- to the Regional Director. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All concerned Authorities to act on a copy of this Order and the Scheme duly authenticated by Company Registrar, High Court, Bombay. (S. J. VAZIFDAR, J) 7 Schedule of Amendments 1. Substitute the words “the effective date” with the words “31st March 2011” in paragraphs 1.2 and 1.3 of the Scheme. Advocate for the Petitioners