1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 929 OF 2007 CONNECTED WITH COMPANY APPLICATION NO. 1170 OF 2007 In the matter of Scheme of Arrangement between Dia Precious Jewellery Private Limited and its Equity Shareholders. Dia Precious Jewellery Private Limited…………….Petitioner Company Mr. Rajesh Shah i/b Rajesh Shah & Co. for the petitioners. Mr. C. J. Joy with Mr. S. K. Mohapatra for R.D. in all matters. CORAM: A.M.KHANWILKAR, J. DATE : 11th January, 2008 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 read with 100 to 103 of the Companies Act, 1956 to the Scheme of Arrangement between Dia Precious Jewellery Private Limited and its Equity Shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they have 2 complied with all requirements as per directions of these Hon’ble Court and they have filed necessary affidavits of compliance in the Court. 4. Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is nor contrary to any public policy. None of the parties concerned has come forward to oppose the scheme. Moreover, the Regional Director have stated that the scheme as proposed is in the interest of share holders or creditors. 5. The Regional Director has vide Paragraph No. 6 of his Affidavit has stated that the present Scheme attracts provisions of Section 77A of the Companies Act, 1956 and the Company should have opted for the procedure prescribed by the same. The above objection is overruled in view of the judgment of the Division Bench of this High Court in SEBI vs Sterlite Industries (I) Ltd, 113 COM CAS 273, wherein it was held that introduction of Section 77A does not take away any part of the pre existing jurisdiction of the Company Court to sanction a Scheme involving a buy back and a consequent reduction u/s 100 to 104 and section 391. 6. There is no objection to the scheme save and except as stated in para 5 and since all the requisite statutory compliances have been fulfilled, Company Petition No. 929 of 2007 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (g). 3 7. The Petitioner Company to lodge a 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 certified copy and/or an authenticated copy of the order. 8. The Petitioner Company petitions to pay cost of Rs.5000/- to the Regional Director within four weeks from the date of the Order. 9. Filing and issuance of the drawn up order is dispensed with. 10. All authorities concerned to act on a copy of this order alongwith Scheme duly authenticated by the Company Registry. (A. M. Khanwilkar, J.)