1 IN THE HIGH COURT OF JUDICATURTE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO.530 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.392 OF 2010 Canopus Builders Private Limited ......Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO.531 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.393 OF 2010 Himmat Builders Private Limited. .....Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO.532 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.394 OF 2010 Inder Real Estates Developers Private limited. .....Petitioner/Third Transferor Company AND COMPANY SCHEME PETITION NO.533 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.395 OF 2010 Karmakshetra Builders Private Limited...Petitioner/Fourth Transferor Company AND COMPANY SCHEME PETITION NO.534 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.396 OF 2010 Kumar Intermediates Private Limited.....Petitioner/Fifth Transferor Company AND COMPANY SCHEME PETITION NO.535 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.397 OF 2010 Prakruti Tissue Cultures Private Limited.........Petitioner/Sixth Transferor Company AND COMPANY SCHEME PETITION NO.536 OF 2010 CONNECTED WITH 2 COMPANY SUMMONS FOR DIRECTION NO 398 OF 2010 Vimal Builders Private Limited..............Petitioner/Seventh Transferor Company AND COMPANY SCHEME PETITION NO 537 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 399 OF 2010 Vishwa Vimal Estates Private Limited...Petitioner/Eight Transferor Company AND COMPANY SCHEME PETITION NO 538 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 400 OF 2010 Rashmi Real Estates Developers Private Limited......Petitioner /Ninth Transferor Company AND COMPANY SCHEME PETITION NO 539 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 401 OF 2010 Kevin Developers Private Limited......Petitioner/Tenth Transferor Company AND COMPANY SCHEME PETITION NO 540 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO 402 OF 2010 Bhawani Peth Properties & Estates Private Limited.....Petitioner/Eleventh Transferor Company AND COMPANY SCHEME PETITION NO.541 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO.403 OF 2010 Kumar Agro Products Private Limited .......Petitioner/Transferee Company In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; 3 AND In the matter of Scheme of Amalgamation Amongst Canopus Builders Private Limited And Himmat Builders Private Limited And Inder Real Estates Developers Private limited And Karmakshetra Builders Private Limited And Kumar Intermediates Private Limited And Prakruti Tissue Cultures Private Limited And Vimal Builders Private Limited And Vishwa Vimal Estates Private Limited And Rashmi Real Estates Developers Private Limited And Kevin Developers Private Limited And Bhawani Peth Properties & Estates Private Limited And Kumar Agro Products Private Limited And their respective members. Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioners in all Petitions. Dr. T. Pandian, Official Liquidator, present in Company Scheme Petition Nos. 530 of 2010 to 540 of 2010. Mr. N.D Sharma i/b Mr. H.P. Chaturvedi for Regional Director in all Petitions. CORAM: S. J. VAZIFDAR, J DATE: 15th APRIL 2011 P.C. 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956 to the Scheme of Amalgamation amongst Canopus Builders Private 4 Limited, Himmat Builders Private Limited, Inder Real Estates Developers Private limited, Karmakshetra Builders Private Limited, Kumar Intermediates Private Limited, Prakruti Tissue Cultures Private Limited, Vimal Builders Private Limited, Vishwa Vimal Estates Private Limited and Rashmi Real Estates Developers Private Limited, Kevin Developers Private Limited, Bhawani Peth Properties & Estates Private Limited and Kumar Agro Products Private Limited and their Respective Shareholders . 3. Counsel appearing on behalf of the Petitioners has stated that the Petitioners have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioners undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the rules made there under. The said undertaking is accepted. 4. The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraphs 6(a) and 6(b) of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraph 6 (a) and (b) of the said Affidavit, the Regional Director has stated that: (a) Clause 12.1 and 12.2 of the Scheme deals with change in Objects Clause of the Memorandum of Association of the Transferee Company. In this connection, the Transferee Company may be directed to comply with section 40 read with section 18 of the Act and to file amended copy of Memorandum of Association along with Form No.21 with the Registrar of Companies, (b) As per clause 12.3 of the scheme, the name of the Transferee Company is proposed to be changed to “Kumar Properties Construction Private Limited”. In this connection, Transferee Company may be directed to comply with the provisions of section 21 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. 5 Therefore the name, if available at the time of filing of such application shall be made available by the Registrar of Companies, Mumbai.” 5. As far as the observations made by Regional Director in paragraph 6 (a) of his Affidavit are concerned, the Petitioner/Transferee Company through their Counsel undertakes to comply with Section 40 read with Section 18 of the Companies Act, 1956 and to file an amended copy of the Memorandum of Association along with Form No.21 with the Registrar of Companies. The undertaking is accepted. 6. So far as the observations made in paragraph 6(b) of the said Affidavit are concerned, the Petitioner through their Counsel undertakes to file Form No.21 with the Registrar of Companies and agrees that the proposed change of name shall be subject to its availability at the time of filing of such Application before the Registrar of companies. The said undertaking is accepted. 7. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Companies have been conducted in a proper manner and that the Transferor Companies may be ordered to be dissolved. 8. 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 have come forward to oppose the Scheme. 9. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition Nos. 530 of 2010 to 541 of 2010 are made absolute in terms of prayer Clause (a) of the respective Petitions. 10. The Petitioners to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned 6 Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of order. 11. The Petitioner Companies in all the Company Scheme Petitions to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Companies in the Company Scheme Petition Nos. 530 of 2010 to 540 of 2010 to pay costs of Rs.10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 12. Filing and issuance of the drawn up order is dispensed with. 13. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay. (S. J. VAZIFDAR, J)