IN RE Vs. ASIAN STAR JEWELS PRIVATE LIMITED

JUDGEMENT

(1.) The Authorised Representative for the Applicant states that the present Scheme is a Scheme of Merger by Absorption of Asian Star Jewels Private Limited(The Transferor Company) with Asian Star Company Limited (bthe Transferee Company) and their respective Shareholders.

(2.) The Authorised Representative for the Applicants further submit that the First Applicant company is presently carrying on business of importers, exporters, manufacturers, wholesalers, and retailers of diamonds, gold, Jewellery, silver, bullion, precious and semi-precious stones and other semi-precious metals. The Second Applicant Company is presently engaged in the business of importers, exporters, manufacturers, wholesalers, and retailers of diamonds, gold, Jewellery, silver, bullion, precious and semi-precious stones and other precious metals.

(3.) The Transferee Company is holding the entire share capital of the Transferor Company and as the Transferor Company and Transferee Company's business activities are similar and complement each other, and to achieve inter-alia economies of scale and efficiency and to reduce multiplicity of costs, the merger by absorption is being undertaken. The Merger by Absorption of the Transferor Company with the Transferee Company would inter alia have the following benefits: a. Greater integration and greater financial strength and flexibility for the Transferee company which would result in maximising overall shareholders value, and will improve the competitive position of the combined entity. b. Greater efficiency in cash management of the Transferee Company, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholders value. c. Improved organizational capability and leadership, arising from the pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry. d. Cost savings are expected to flow from more focused operational efforts, rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses. e. Achieving economies of scale. f. Greater ability of the Transferee company to raise financial resources. either as equity or debt, based on combined financials.