IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 251 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 174 OF 2011 MAKARAND CONSULTANTS PRIVATE LIMITED …………Petitioner / Transferor Company. AND COMPANY SCHEME PETITION NO. 252 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 175 OF 2011 ESCALATE BUILDTECH PRIVATE LIMITED …………Petitioner / Transferee Company. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Makarand Consultants Private Limited with Escalate Buildtech Private Limited Mr. Rajesh Shah i/b Rajesh Shah & Co., Advocate for the Petitioner in both Petitions. Dr. T. Pandian, Official Liquidator, present in CSP No. 251 of 2011 Mr. D. A. Dubey i/b Mr. H. P. Chaturvedi for Regional Director in both Petitions. CORAM: S. J. Kathawalla, J. DATE: 1st July, 2011 PC: 1. Heard counsel for the parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation of Makarand Consultants Private Limited with Escalate Buildtech Private Limited. 3. Counsel appearing on behalf of the Petitioners states that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The undertaking is accepted. 4. The Regional Director has filed an affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public. 5. The Official Liquidator has filed his report stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 6. 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. 7. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petitions No.251 of 2011 filed by the Transferor Company is made absolute in terms of prayer clauses (a) to (k) of the Petition and Company 2 Scheme Petition No.252 of 2011 filed by the Transferee Company is made absolute in terms of prayer clauses (a) to (j). 8. The Petitioner Companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, (O.S.) 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 date of the order. 9. The Petitioner Companies in both Petitions to pay costs of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioner Company in the Company Scheme Petition No.251 of 2011 to pay costs of Rs. 10,000/- each to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today. 10. Filing and issuance of the drawn up order is dispensed with. 11. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay. (S. J. Kathawalla, J.) 3