IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 856 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1040 OF 2009 INTER JEWELS (INDIA) PRIVATE LIMITED …………Petitioner / First Transferor Company COMPANY PETITION NO. 857 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1041 OF 2009 TEAMTECH EIGHTEEN MEDIA PRIVATE LIMITED …………Petitioner / Second Transferor Company COMPANY PETITION NO. 858 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1042 OF 2009 V CARE MANAGEMENT SERVICES PRIVATE LIMITED ………Petitioner / Third Transferor Company COMPANY PETITION NO. 859 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1043 OF 2009 INTERJEWEL PRIVATE LIMITED ……Petitioner / First Transferee / First Demerged Company COMPANY PETITION NO. 860 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1044 OF 2009 D. NAVINCHANDRA EXPORT PRIVATE LIMITED ……Petitioner / Second Transferee / Second Demerged Company COMPANY PETITION NO. 861 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1045 OF 2009 PLATINUM DIAMONDS PRIVATE LIMITED ……Petitioner / First Resulting Company COMPANY PETITION NO. 862 OF 2009 CONNECTED WITH COMPANY APPLICATION NO. 1046 OF 2009 D. NAVINCHANDRA GEMS PRIVATE LIMITED ……Petitioner / Second Resulting Company In the matter of Sections 391 to 394 and Section 78 read with Sections 100 to 103 of the Companies Act, 1956. AND In the matter of Composite Scheme of Amalgamation and Arrangement between Inter Jewels (India) Private Limited (‘ the First Transferor Company’) and Teamtech Eighteen Media Private Limited ( ‘the Second Transferor Company’) and V Care Management Services Private Limited ( ‘the Third Transferor Company’) and 2 Interjewel Private Limited ( ‘the First Transferee / First Demerged Company’) and D. Navinchandra Export Private Limited ( ‘the Second Transferee / Second Demerged Company’) and Platinum Diamonds Private Limited ( ‘the First Resulting Company’) and D. Navinchandra Gems Private Limited ( ‘the Second Resulting Company’) and their Respective Shareholders Mr. Rajesh Shah i/b Rajesh Shah & Co., for the Petitioners. Mr. P. Ramarao, Official Liquidator, in Company Petition Nos. 856 of 2009 to 858 of 2009. Ms. Neeta Masurkar i/b Mr. S.K.Mohopatra for Regional Director in all the Petitions. CORAM: Dr. D. Y. Chandrachud, J. DATE: 18th December, 2009 PC: 1. Heard learned counsels for the parties. 3 2. The sanction of the Court is sought under Sections 391 to 394 and Section 78 read with Sections 100 to 103 of the Companies Act, 1956, to the Composite Scheme of Amalgamation and Arrangement between Inter Jewels (India) Private Limited, the First Transferor Company and Teamtech Eighteen Media Private Limited, the Second Transferor Company and V Care Management Services Private Limited, the Third Transferor Company and Interjewel Private Limited, the First Transferee / First Demerged Company and D. Navinchandra Export Private Limited, the Second Transferee / the Second Demerged Company and Platinum Diamonds Private Limited, the First Resulting Company and D. Navinchandra Gems Private Limited, the Second Resulting Company and their respective shareholders. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all requirements as per the directions of this 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 4 Companies Act, 1956 and the Rules made there under. Undertaking is accepted. 4. The Regional Director has filed an affidavit in the above petitions stating that save and except as stated in paragraph 6 thereof the Scheme does not appear to be prejudicial to the interest of shareholders and public. 5. In Paragraph 6 of the affidavit, the Regional Director submits that :- (a) As per clause 7.6 of the scheme with effect from the effective date, name of Platinum Diamonds Private Limited is proposed to be changed to “D. Navinchandra Export Private Limited” and the name of D. Navinchandra Export Private Limited” is proposed to be changed to Dian Star Diamonds Private Limited”. In this connection Platinum Limited and D. Navinchandra Export Private Limited may be directed to comply with the provisions of section 20 & 21 read with section 23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed new name will be allowed subject to availability of the same, by the Registrar of Companies since under the computerized MCA 21 System of allotting the names, it is systemically not possible to reserve the names. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai. (b) Interjewel Private Limited, DNEPL, Platinum Diamonds Private Limited, DNGPL, if necessary and to the extent required, increase 5 its authorized share capital to facilitate issue of preference shares under the scheme subject to compliance of section 94/97 read with Schedule X of the Companies Act, 1956 in respect filing of necessary forms with the Registrar of Companies and payment of ROC fees and Stamp Duty as applicable. (c) M/s Platinum Diamonds Private Limited, one of the petitioner companies under the present scheme of arrangement and amalgamation has filed Company Application No 1035 of 2009 in Company Petition No 408 of 2008 connected with Company Application No 548 of 2008 for an order recalling the order passed by this Hon’ble High Court dated 12/09/2008 sanctioning the scheme of amalgamation of M/s Platinum Diamonds Private Limited with Interjewel Private Limited and withdrawal of Company Peitition No 408 of 2008 and for permission to withdraw/cancel the said scheme which was presented by M/s Platinum Diamonds Private Limited. The Hon’ble High Court vide order dated 05/12/2009 was pleased to allow the withdrawal of the said scheme sanctioned by this Hon’ble High Court vide order dated 12/09/08. 6. The Advocate appearing on behalf of the Petitioner Companies states that so far as para 6 (a) of the Affidavit of Regional Director is concerned, Platinum Diamonds Private Limited and D. Navinchandra Export Private Limited, the Petitioner Companies undertakes to Comply with the provisions of section 20 & 21 read with section 23 of the Companies Act 1956 in respect of filing of necessary forms with the Registrar of Companies and the proposed 6 new name will be allotted, subject to availability of the same, at the time of making such application, by the Registrar of Companies, Mumbai. The undertaking is accepted. 7. The Advocate appearing on behalf of the Petitioner Companies further states that so far as para 6 (b) of the Affidavit of Regional Director is concerned, Interjewel Private Limited, D. Navinchandra Export Private Limited, Platinum Diamonds Private Limited and D. Navinchandra Gems Private Limited, the Petitioner Companies undertakes to comply with the provisions of compliance of section 94/97 read with Schedule X of the Companies Act, 1956 in respect filing of necessary forms with the Registrar of Companies and payment of ROC fees and Stamp Duty as applicable. The undertaking is accepted. 8. So far as para 6 (c ) of the Affidavit of Regional Director is concerned its just a comment and the Advocate appearing on behalf of the Petitioner Companies states that this Hon’ble High Court on 5th December, 2009 has already allowed withdrawal of Scheme of Amalgamation of M/s 7 Platinum Diamonds Private Limited with Interjewel Private Limited which was sanctioned by this Hon’ble High Court vide order dated 12th September, 2008 in Company Petition No. 408 of 2008. 9. The Official Liquidator has filed his report in Company Petition Nos. 856 of 2009, 857 of 2009 and 858 of 2009 stating therein that the affairs of the Transferor Companies , viz, Inter Jewels (India) Private Limited, Teamtech Eighteen Media Private Limited and V Care Management Services Private Limited have been conducted in a proper manner and that they may be ordered to be dissolved. 10. 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 has come forward to oppose the Scheme. 11. Since all the requisite statutory compliances have been fulfilled, Company Petition Nos. 856 of 2009 to 860 of 2009 and Company Petition No.862 of 2009 filed by the Petitioner Companies are made absolute in terms of 8 prayer clauses (a) to (d) and Company Petition No. 861 of 2009 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (c). 12. 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 dated of the Order. 13. The Petitioners in all the Company Petitions to pay costs of Rs.7,500/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Petition Nos.856 of 2009, 857 of 2009 and 858 of 2009 to pay costs of Rs.7,500/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 14. Filing and issuance of the drawn up order is dispensed with. 9 15. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (Dr. D. Y. Chandrachud J.) 10