IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.190 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.225 OF 2009 Keystone Realtors Private Limited …….Demerged Company WITH COMPANY PETITION NO.191 OF 2009 CONNECTED WITH COMPANY APPLICATION NO.226 OF 2009 Rustomjee Buildcon Private Limited ……..Resulting Company Mr. Rajesh Shah i /b Rajesh Shah & Co. for the petitioners. Mr. D. A. Dubey and Mr. P. Khosla i/b Mr. S. K. Mohapatra for Regional Director None for objectioners CORAM: A. M. Khanwilkar, J. DATE : 10th July, 2009 PC: 1. Heard learned counsel for the parties. 2. The sanction of the Court is sought under Section 391 to 394 of the Companies Act, 1956 to a Scheme of Arrangement between Keystone Realtors Private Limited and Rustomjee Buildcon Private Limited and their Respective Shareholders. for demerger of the specified undertaking of keystone Realtors Private Limited, the demerged company, into Rustomjee Buildcon Private Limited, the Resulting Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all statutory requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. 2 4. The Regional Director has filed an Affidavit stating therein that the Scheme is not prejudicial to the interest of creditors and shareholders and public. 5. Some of the flat purchasers in the building named as “Rustomjee’s O-zone” constructed by Keystone Realtors Private Limited, the Petitioner/Demerged Company, have filed their Joint Affidavit dated 16th April, 2009 opposing the proposed Scheme of Arrangement on the basis of grounds mentioned in the said Affidavit. However, today none of the Objectioner are present in the Court, either in person or through any advocate. 6. Mr. Rajesh Shinde, Authorized Signatory of the Petitioner/Demerged Company has filed his Affidavit dated 4th May,2009 in reply to the abovementioned Affidavit filed by the Objectioners wherein he has refuted the claims and allegations made by the Objectioners. In the said Affidavit, he has stated that the scheme is not prejudicial to the interests of the unsecured creditors and more specifically to 3 the interest of the objectioners, and requested to declare that the objections of Objectioners are not maintainable and to dismiss the same 7. The main objection of the objectioners is that they have not been given possession of their flats by the Transferor Company. The transferor company has filed two affidavit dated 4th May 2009 and 10th July 2009 pointing out that they have handed over possession of flats to six interveners i.e. Objectionor nos. 2, 3, 4, 5, 8, and 10 and that the company has also sent letters offering possession to three more interveners i.e, Objectioner nos. 1, 6 and 9 and that the possession of last remaining intervener will be handed over shortly on completion of pending work such as carpentry, electrical fittings, sanitary fittings and flooring. In any event they are not prejudicially affected by the Scheme. 8. Upon perusal of the entire material placed on records, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to any public 4 policy. Moreover, the Regional Director has stated that the Scheme as proposed is not prejudicial to the interest of shareholders, creditors and the public. 9. Since all the requisite statutory compliances have been fulfilled, Company Petition No.190 of 2009 filed by the Demerged Company is made absolute in terms of prayer clauses (a) to (c). Company Petition No.191 of 2009 filed by the Resulting Company is made absolute in terms of prayer clauses (a) to (c). 10.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 30 days from the date of the order. 5 11.The Petitioners in both the Company Petitions to pay cost of Rs.7500/- each to the Regional Director. 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, Bombay. (A. M. Khanwilkar J.) 6