COMP/135/2011 8/49 ORDER 3.3. In response to the observations made and objections raised by the Regional Director, the petitioner company has, through its Company Secretary and Authorized Signatory Mr. Rahul Shah filed an affidavit dated 21.01.2012 wherein it is clarified and asserted that: “2(i) ……..Since the Transferor company is subsidiary of one Opal Investments Limited which is a foreign company, the Regional Director has observed that directions should be issued for compliance of the requirements of FEMA and/or approval of the Reserve Bank of India, prior to the allotment of such shares to such foreign/NRI shareholders. It is hereby respectfully submitted that clause 10.4 of the Scheme has already provided for the said compliance and it reads as under: “10.4. For the purpose of issue of equity shares to the shareholders of the Transferor Company, the Transferee Company shall, if and to the extent required, apply for and obtain the required statutory approvals and other concerned regulatory authorities for the issue and allotment by the Transferee Company of such equity shares.” However, the petitioner Transferee Company hereby undertakes to comply with the applicable provisions of FEMA and obtain necessary permissions, if required, from the Reserve Bank of India. (iii) …….the proposed Scheme of Arrangement does not affect the rights and interests of the Creditors of the Transferee Company in any manner. The Transferee Company is a financial strong company having substantially positive net worth. The company has been regularly meeting all its financial commitments towards its creditors. Upon the scheme being effective, it shall continue its business in the same manner as at present and shall make the payments to its creditors in the normal course of business. As submitted in the petition, the Transferor Company is essentially an investment company and has no outstanding creditors. It is a company with positive net worth. The operative loss of US $4373 as per st the audited Balance sheet of the company at 31 March 2011 (annexed to the petition as Annexure D) is negligible arising merely out of the administrative expenses. Hence, even after the amalgamation of the Transferor Company with the Transferee Company, the rights and interests of the creditors of the Transferee Company shall not be affected in any manner. The said contention is further strengthened by the fact that no creditor of the Transferee Company has come out with any objection whatsoever to the proposed scheme. (iv) ………It is hereby respectfully submitted that as provided in the said Clause 13 of the Scheme, and as per the applicable provisions of the Mauritius Act, the Petitioner Company hereby undertakes to file the order passed by this Hon’ble Court, sanctioning the scheme, with the Office of the Registrar of Companies, Mauritius in order to enable the said authority to dissolve the said Transferor company without Downloaded on : Fri Jan 27 19:33:28 IST 2023