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TMI Blog2018 (4) TMI 1877X X X X Extracts X X X X X X X X Extracts X X X X ..... ri. Ravikumar Duraisamy, Member (Technical) For the Petitioner: Mr. Hemant Sethi i/b. Hemant Sethi Co. For the Regional Director: Ms. P. Sheela, Joint Director For the Registrar of Companies: Mr. Neelambhuj, CP For the Official Liquidator: Mr. M.N. Mangutkar, (JTA) ORDER Per: Ravikumar Duraisamy, Member (Technical) l. Heard the learned counsel for the Petitioner Companies. No objector has come before this Hon'ble Tribunal to oppose the Scheme nor has any party controverted any averments made in the Petition. 2. The sanction of this Tribunal is sought under Sections 230 to 232 of the Companies Act, 2013 to a Scheme of Amalgamation of Godrej Real Estate Private Limited ('Transferor Company' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany Scheme Application No. 1019 of 2017 of the Hon'ble Tribunal. 7. The learned counsel for the Petitioner Companies further states that the Petitioner Companies have complied with all requirements as per the directions of this Tribunal and they have filed necessary Affidavits of compliance in the Tribunal. Moreover, the Petitioner Companies undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the rules made there under. The said undertaking is accepted. 8. The Regional Director has filed his Report dated 24th March, 2018, inter-alia stating therein that save and except as stated in paragraph IV, it appears that the Scheme is not prejudicial to the interest of shareholders ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... file the same as the appointed date of the scheme is 01.04.2017. 9. In so far as observations made in paragraph IV (1) of the Report of Regional Director is concerned, the Petitioner Companies submit that in accordance with section 230 (5) of the Companies Act, 2013 and Order passed by the Tribunal on December 13th, 2017, the Petitioner Companies have served notices to all such relevant regulatory authorities 1. Central Government through the Office of Regional Director, Western Region, Mumbai, 2. Registrar of Companies, 3. Concerned Income-Tax Authority, 4. BSE Limited, 5. National Stock Exchange of India Limited (NSE), 6. Real Estate Regulatory Authority. Also the Petitioners have filed Affidavit of Service dated 16th January, 2018 w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Petitioner Companies in paragraphs 9 to 13 above. The clarifications and undertakings given by the Petitioner Companies are hereby accepted. 15. From the material on record, the Scheme appears to be fair, reasonable and is not contrary to public interest. 16. The Official Liquidator has filed his report dated 7th March 2018 on 3rd April, 2018 inter alia, stating therein that the affairs of the Transferor Company have been conducted in a proper manner except to the extent of observation pointed out at para (9 and 10). In paragraph 9 and 10 of the said report, the Official Liquidator has stated that: 9. That, the Chartered Accountant has observed that the affairs of the Company have not been conducted in the manner prejudic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... DREJ PROPERTIES LIMITED' and their respective shareholders, will be in order. Accordingly, on perusal of the relevant extract of paragraph 13 of the Chartered Accountant's report, it appears that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to public interest. The clarifications and undertakings given by the Transferor Company are hereby accepted. 18. From the material on record, the Scheme appears to be fair, reasonable and is not violative to any provisions of law nor is contrary to public interest. 19. Since all the requisite statutory compliances have been fulfilled, the above Company Scheme Petition No. 89 of 2018 is made absolute in terms of pra ..... X X X X Extracts X X X X X X X X Extracts X X X X
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