IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.787 OF 2008 CONNECTED WITH COMPANY APPLICATION NO.1274 OF 2008 Verigold Fine Jewellery Private Limited. ...Petitioner/The First Transferor Company AND COMPANY PETITION NO.788 OF 2008 CONNECTED WITH COMPANY APPLICATION N O.1275 OF 2008 L J Creations Private Limited. ...Petitioner/The Second Transferor Company In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of Verigold Fine Jewellery Private Limited and L J Creations Private Limited with Renaissance Jewellery Limited Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioner Mr. S. Ramakantha, Deputy Official Liquidator in both Petitions Ms. Neeta Masurkar and Mr. P. Khosla i/b S. K. Mohapatra for Regional Director in both Petitions. CORAM: A. M. KHANWILKAR. J DATE: 14 th NOVEMBER, 2008 PC: 1. Heard learned counsel for parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation of Verigold Fine Jewellery Private Limited, the First Transferor Company and L J Creations Private Limited, the Second Transferor Company with Renaissance Jewellery Limited, the Transferee Company. 3. Both the Transferor Companies are 100% Subsidiaries of the Renaissance Jewellery Limited, the Transferee Company. In the circumstances in view of the judgement in the case of Mahaamba Investments Limited v. IDI Limited 2001 (Vol. 105) Company Cases, 16, the filing of separate Application and Petition by the Transferee Company for sanction of the said scheme was dispensed with vide order dated 22 nd August, 2008 in Company Application No.1274 of 2008 and 1275 of 2008 filed by the Petitioner/Transferor Companies. 4. 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, Petitioner Companies also undertake to comply 2 with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made thereunder. 5. The Regional Director has filed affidavit stating therein that the scheme is not prejudicial to the interest of creditors and shareholders and public. However in paragraph 6 of the said affidavit, the Regional Director has stated that the Transferee Company may be directed to furnish an undertaking that they shall comply with the accounting treatment as prescribed under the Accounting Standard 14 i.e. “Accounting for Amalgamation” issued by the Institute of Chartered Accountants of India. The Counsel appearing for the Petitioners undertakes that the Transferee Company will make necessary disclosure for accounting treatment prescribed under the Accounting Standard 14 i.e. “Accounting for Amalgamation” issued by the Institute of Chartered Accountants of India. The said undertaking is accepted. 6. The Official Liquidator has filed report stating that all the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. Upon perusal of the entire material on record, in my opinion 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 3 the parties concerned have come forward to oppose the Scheme. Moreover, the Regional Director has stated that the scheme as proposed is not prejudicial to the interest of shareholders and creditors and the public and the Official Liquidator has stated that the affairs of the Transferor Companies have been conducted in a proper manner. 8. There is no objection to the Scheme, save and except as stated in paragraph 5 herein, and since all the requisite statutory compliances have been fulfilled Company Petitions filed by the Transferor Companies are made absolute in terms of prayer clause (a) to (d) in Company Petition No.787 of 2008 filed by the First Transferor Company and prayer clause (a) to (d) in Company Petition No.788 of 2008 filed by the Second Transferor Company. 9. 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 this Order. 10. The Petitioner in both the Company Petitions to pay cost of Rs.7,500/- each to the Regional Director and also to the Official Liquidator, High Court Bombay. Costs to be paid within four weeks from today. 4 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order along with scheme duly authenticated by Company Registrar, High Court, Bombay. (A. M. KHANWILKAR, J) 5