1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 480 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTIONS NO. 457 OF 2011 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 Keystone Solutions Private Limited (“Transferor Company”) WITH Mastek Limited (“Transferee Company”) AND their respective Shareholders and Creditors. Keystone Solutions Private Limited….Petitioner/Transferor Company Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Petitioner. Mr. C.J. Joy i/b Mr. H.P. Chaturvedi for Regional Director. Mrs. R.N. Suttar, Asst. Official Liquidator present. CORAM: S. C. DHARMADHIKARI, J DATE: 2nd DECEMBER 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 a Scheme of Amalgamation of Keystone Solutions Private Limited, the Transferor Company with Mastek Limited, the Transferee Company and their respective Shareholders. 2 3. The Counsel for the Petitioner submit that the Petitioner Company is wholly owned subsidiary of the Transferee Company and that in pursuance of the order passed on 7th July 2011 in Company Application No 370 of 2011 filed before the High Court of Gujarat at Ahmedabad, the separate proceedings as contemplated under Section 392 of the Companies Act, 1956 are not required to be undertaken by the Transferee Company. The order of the Gujarat High Court is annexed as Exhibit-J to this Petition. 4. Counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, Petitioner 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. 5. 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 public. 6. The Official Liquidator has filed his report stating therein 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. 7. 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. 8. Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.480 of 2011 is made absolute in terms of prayer Clause (a) of the Petition. 3 9. The Petitioner 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 order. 10. Petitioner to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-form 21 in addition to the physical copy, within 30 days from the date of issuance of the order by the Registry. 11. The Petitioner to pay costs of Rs.10, 000/- each to the Regional Director and to the Official Liquidator. 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.C. DHARMADHIKARI, J)