CONNECTED WITH COMPANY SUMMONS v. / Second Transferor Company. COMPANY SCHEME PETITION NO.1

Mr. Farhan Dubash with Mr. Walter Lewis i/b. M/s. Mulla & Mulla & Cragie Blunt and Caroe for the Petitioners. Mr. P. Ramarao, Official Liquidator in CSP. Nos. 142 of 2010 to 145 of 2010. Mrs. Soma Singh i/b Mr. S.K. Mohapatra for Regional Director in all Company Scheme Petitions. CORAM: S. J. Kathawalla, J. DATE: 9th September, 2010 PC:

#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 of ABG Resources Pvt. Ltd., Tenth Estate & Properties Pvt. Ltd, Twelfth 2 Land Developers Pvt. Ltd. and Thirteenth Land Developers Pvt. Ltd. with Second Land Developers Pvt. Ltd.

#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 also undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted.

#4. The Regional Director has filed his Affidavit inter alia, stating therein that save and except as stated in paragraph 6 (a) and (b) it appears that the Scheme is not prejudicial to the interest of shareholders. The said paragraphs read as under:- the scheme by 6 (a) As per Clause No. 19 of the scheme the period fixed for approving 30/09/2009 which has already expired, In this connection Board of Directors of the petitioner companies may be directed to take necessary steps to extend the date by passing fresh Board Resolution before giving effect to the scheme. the Hon(cid:146)ble High Court 6 (b) As per clause 17 of the scheme, the name of the Transferee Company is proposed to be changed to (cid:147)ABG Resources Private Limited(cid:148). In this connection Transferee Company may be directed to comply with the provisions of section 20/21/23 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. Therefore, the name if available at the time of filing of such application, shall be made available by the Registrar of Companies, Mumbai.

#5. Mr. Imtiaz Iqbal Khan, Authorized Representative of the Petitioner Company have filed Affidavit dated 7th September 2010 in reply to the issues raised by the Regional Director. In reply to the objection 3 in paragraph 6 (a) of the Affidavit, it is stated in his Affidavit that the Board of Directors in the meeting held on 6th September 2010 has passed a resolution confirming the period in clause 19 fixed for approving the scheme by the Hon(cid:146)ble High Court as 30th September 2010. In view of the above the Hon(cid:146)ble Court be pleased to amend the date in clause 19 of the Scheme of Amalgamation to be read as 30th September 2010.

#6. In view thereof , the counsel for the Petitioners seeks leave of this court to amend clause 19 of the Scheme of Amalgamation by substituting the date 30th September 2009 with 30th September

#2010. The leave to amend the said clause is granted. The amendment to be carried out within two weeks from today.

#7. So far as the objection in paragraph 6 (b) is concerned, the Petitioner companies have given an undertaking to comply with the provision of the section 20, 21 & 23 of the Companies Act 1956 as applicable. The said undertaking is accepted. There are no other objections raised by the Regional Director. In view of the above, the Counsel appearing on behalf of the Regional Director does not have any objection to the scheme being sanctioned.

#8. The Official Liquidator has filed his report in Company Scheme Petition No.142 of 2010 to 145 of 2010 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.

#9. 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 has come forward to oppose the Scheme. 4

#10. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No.142 of 2010, 143 of 2010, 144 of 2010 and 145 of 2010 filed by the Transferor Companies are made absolute in terms of prayer clauses (a) and (b) and Company Scheme Petition No. 146 of 2010 filed by the Transferee Company is made absolute in terms of prayer clauses (a) and (b).

#11. The Petitioner Companies to lodge a copy of this order and the Scheme with 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 .

#12. The Petitioners in all the Company Petitions to pay costs of Rs.10,000/-each to the Regional Director and to the Official Liquidator in the Company Petitions Nos. 142 of 2010 to 145 of 2010 filed by the Transferor Companies. Costs to be paid within four weeks from today.

#13. Filing and issuance of the drawn up order is dispensed with.

#14. 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.) 5