1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 465 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 376 OF 2010 WHP JEWELLERS INDIA PRIVATE LIMITED ………….Petitioner/ Transferor Company AND COMPANY SCHEME PETITION NO. 466 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 377 OF 2010 WAMAN HARI PETHE JEWELLERS INDIA PRIVATE LIMITED ………Petitioner/ Transferee Company In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between WHP JEWELLERS INDIA PRIVATE LIMITED AND WAMAN HARI PETHE JEWELLERS INDIA PRIVATE LIMITED Mrs. Geetanjali Prabhu and/or Miss. Najma Sheikh i/b Vigil Juris, Advocate for the Petitioners 2 Mr. Anurag Gokhale i/b Mr. S. K. Mohopatra for the Regional Director in both Petitions. Dr. T. Pandian, Dy Official Liquidator in CSP No. 465 of 2010 Coram: S.J. Kathawalla , J Date :24th September, 2010 P.C. : 1. Heard learned counsel 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 Amalgamation of WHP Jewellers India Private Limited with Waman Hari Pethe Jewellers India Private Limited. 3. Counsel appearing on behalf of the Petitioner Companies has stated that the Petitioner Companies have complied with all requirements as per the directions of the Court and they have filed necessary affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act,1956 and the rules made there under. The undertaking is accepted. 3 4. The Regional Director has filed affidavit stating therein that the Scheme does not appear to be prejudicial to the interest of Shareholders and public. 5. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in 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 law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 465 of 2010 filed by the Transferor Company and Company Scheme Petition No. 466 of 2010 filed by the Transferee Company are made absolute in terms of prayer clauses (a) to (m) of the respective Petition. 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 Petitioner Companies in both the above Petitions to pay costs of Rs. 10,000/- each, to the Regional Director, Western Region, Mumbai, and the Petitioner in 4 Company Scheme Petition No.465 of 2010 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court Bombay, 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 authorities concerned to act on as a copy of this order along with Scheme , duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J)