9911796707
TMI Blog2018 (4) TMI 1877X X X X Extracts X X X X X X X X Extracts X X X X ..... 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') with Godrej Properties Limited ('the Transferee Company') and their respective Shareholders. 3. The Counsel for the Petitioner Companies submits that both Transferor Company and the Transferee Companies are engaged in the business of real estate development. 4. The Transferor Company and the Transferee Company have approved the said Scheme having Appointed Date as April 1, 2017 by passing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equired 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 and public. In paragraph IV of the said Affidavit, the Regional Director has stated that: (a) The Petitioners under the provisions of section 230(5) of the Companies Act, 2013 have to serve notices to concerned authorities which are likely to be affected by Compromise or Amalgamation. Further, the approval of the scheme by this Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 with the Tribunal in this regard. Further the Petitioner Companies also undertake that any issues arising out of the Scheme will be met and answered in accordance with law. 10. In so far as observations made in paragraph IV (b) of the Report of Regional Director is concerned, the Counsel for the Transferee Company undertakes to comply with AS 14 (IND AS-103) and other applicable Indian Accounting Standards such as AS-5 (IND AS-8) etc. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 prejudicial to the interest of its members and public interest except to the extent of observation pointed out at para (7) above. 10. In view of the above position, the Official Liquidator submits that concern/ qualification pointed out by the Chartered Accountant during investigation at para (7) above, may be taken into consideration regarding the public interest of the proposed scheme and the matter may be decided as merits. " 17. In so far as observatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 prayer as provided therein and fixed Appointed date as 1st April, 2017. 20. The Petitioner Companies are directed to file a copy of this order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with e-Form INC-28, in addition to physical copy, within 30 days from the date of receipt of the order from the Registry duly certified by the Deputy Director or the Assistant Registrar, as the case may be, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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