Keystone Realtors Limited (Rustomjee) Announces Tribunal Approval for Merger of Subsidiaries

Mumbai, February 3, 2025 – Keystone Realtors Limited (NSE: RUSTOMJEE, BSE: 543669), a prominent real estate developer, has announced that the National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned the Scheme of Amalgamation of Kingmaker Developers Private Limited with Real Gem Buildtech Private Limited.

---

Key Highlights of the Merger:​

• Tribunal Approval: NCLT's January 29, 2025, order sanctions the merger under Sections 230 to 232 and Section 66 of the Companies Act, 2013.
• Effectiveness: The Scheme will become effective upon filing the certified Tribunal Order with the Registrar of Companies.
• Structural Changes:
  • Kingmaker Developers Private Limited (Transferor Company) will cease to exist as a subsidiary of Keystone Realtors.
  • Real Gem Buildtech Private Limited (Transferee Company) will become a wholly owned subsidiary of Keystone Realtors.

---

Merger Rationale & Strategic Benefits​

According to the Tribunal filings, the amalgamation is aimed at:

1. Optimizing Operational Efficiency: Consolidation will lead to synergies in resources, improved capital allocation, and reduced compliance costs.
2. Market Expansion: The Transferee Company will have a stronger market presence, benefiting from expanded service territories.
3. Regulatory Simplification: Eliminating multiple entities reduces administrative overhead and legal formalities.

---

Regulatory & Compliance Overview​

• Board Approvals: The merger was approved in the Board Meetings held on January 30, 2024.
• Effective Date: The Appointed Date is April 1, 2024.
• Stakeholder Approvals: The merger was approved by unsecured creditors. No objections were raised by regulatory bodies, including the Income Tax Department and GST authorities.
• Tax & Legal Compliance: The merger complies with Section 2(1B) of the Income Tax Act, 1961, ensuring tax neutrality.

---

Next Steps​

• Keystone Realtors will file the certified Tribunal Order with the Registrar of Companies (ROC) and pay the required statutory fees.
• The company will ensure full compliance with MCA, SEBI, RERA, and tax authorities to finalize the integration.

---

Management Commentary​

Bimal K. Nanda, Company Secretary and Compliance Officer of Keystone Realtors, stated:

“This strategic consolidation aligns with our long-term vision to streamline operations and drive growth. The Tribunal’s approval reinforces our commitment to regulatory compliance and value creation for our stakeholders.”

Click to expand...

---

Conclusion​

The sanctioned merger reinforces Keystone Realtors’ strategic focus on efficiency, scalability, and market expansion. Investors and stakeholders can expect a more streamlined corporate structure, enhanced operational effectiveness, and long-term value creation.