IN RE Vs. FIRESTAR DIAMOND INTERNATIONAL PRIVATE LIMITED

JUDGEMENT

(1.) The Counsel for the Applicant Company states that the present Scheme of Arrangement between FIRESTAR DIAMOND INTERNATIONAL PRIVATE LIMITED ("the Demerged Company") , NIRAV MODI PRIVATE LIMITED ("the Resulting Company") and RHYTHM HOUSE PRIVATE LIMITED ("the Transferor Company") and their respective shareholders.

(2.) The Counsel for the Applicant Company further submits that the Demerged Company is engaged in the business of jewelry manufacturing and caters to both the retail and the wholesale segment. In order to segregate the retail business of the Demerged Company, it is intended to demerge the retail business undertaking on a going concern basis into the Resulting Company. Further, the Transferor Company whose 100% shareholding, is held by the Demerged Company, forms part of the retail business undertaking is sought to be transferred as part of the retail business undertaking and shall become a wholly owned subsidiary of the Resulting Company upon demerger. Thereafter, immediately upon demerger of the retail business undertaking, whereby the Transferor Company becomes a wholly owned subsidiary of the Resulting Company, the Transferor Company is sought to be amalgamated with the Resulting Company.

(3.) The Counsel for the Applicant Company further submits that the rationale for the Scheme is that it would lead to: