1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 709 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 728 OF 2010 Bricklayer Constructions Private Limited ...Petitioner/First Transferor Company AND COMPANY SCHEME PETITION NO. 710 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 729 OF 2010 Resilience Realty Private Limited ...Petitioner/Second Transferor Company AND COMPANY SCHEME PETITION NO. 711 OF 2010 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 730 OF 2010 Revelation Realty Private Limited ....Petitioner/Third Transferor 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; AND In the matter of Scheme of Amalgamation of Bricklayer Constructions Private Limited ( “the First Transferor Company”) and Resilience Realty Private Limited (“the Second Transferor Company”) and Revelation Realty Private Limited (“the Third Transferor Company”) with Keystone Realtors Private Limited (“the Transferee Company”) and their respective shareholders Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Petitioners in all Petition. 2 Ms. Soma Singh, i/b Shri H.P Chaturvedi for the Regional Director in all Petitions. Dr. T. Pandian, Official Liquidator present in all Petitions . CORAM : S.C. DHARMADHIKARI J DATE: 28th January 2011 P.C 1. Heard the learned counsel for parties. 2. The sanction of the Court is sought to a Scheme of Amalgamation presented under Sections 391 to 394 of the Companies Act, 1956 for Amalgamation of Bricklayer Constructions Private Limited and Resilience Realty Private Limited and Revelation Realty Private Limited, the Transferor Companies with Keystone Realtors Private Limited, the Transferee Company. 3. Counsel appearing on behalf of the Petitioners has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Companies undertakes 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 his affidavit in the above petitions stating therein that it appears that the Scheme is not prejudicial to the interest of shareholders and public. 5. The Counsel appearing on behalf of the Petitioners states that the entire issued, subscribed and paid-up share capital of First Transferor Company, Second Transferor Company and Third Transferor Company is held by the Transferee Company along with its nominees. Hence all the Transferor Companies are wholly owned subsidiaries of the Transferee Company. My attention has been drawn to the Order dated 19th day of November 2010 3 passed in the respective Company Summons for Direction dispensing with the filing of a separate Company Summons for Direction and Company Scheme Petition by the Transferee Company. 6. The Official Liquidator has filed report stating that the affairs of the Petitioner/Transferor Companies have been conducted in a proper manner and that the said Companies may be ordered to be dissolved by this Court. 7. From 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. 8. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No 709 of 2010; Company Scheme Petition No 710 of 2010 & Company Scheme Petition No. 711of 2010 are made absolute in terms of prayer clause (a) to (d) of the respective Petition. 9. 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 Superintendent of Stamps for the purpose adjudication of stamp duty, payable, if any, on the same within 60 days from the date of order. 10. The Petitioners in all the Petitions to pay cost of Rs. 10,000/- each to the Regional Director and also to the Official Liquidator. Cost to be paid within four weeks from today. Petitioner to comply with statutory compliances, applicable, if any. 11. Filing and issuance of the drawn up order is dispensed with. 12. All concerned authorities to act on a copy of this order, the Scheme duly authenticated by Company Registrar, High Court, (O.S), Bombay. ( S.C. DHARMADHIKARI, J. )