COMP/135/2011 6/49 ORDER st April 2010 to 31 March 2011 (of the petitioner company) and Audited Financial Statements of the Transferor th st Company for the period from 15 September 2010 to 31 March 2011 are placed on record. A copy of the Resolution passed by the Merger Committee of the Board of Directors approving the valuation report and to take necessary actions in furtherance of the proposed Scheme is also placed on record. In this background the petitioner has requested the Court to sanction the scheme. 3. The Regional Director has filed affidavit dated th 25 October 2011 making below mentioned observations and raising certain objections which read thus: “2(a) That, the Transferor company namely M/s. Growmore Trade and Investment Pvt. Ltd. is a company registered under the provisions of Companies Act, of Mauritius. From the list of members of the Transferee Company, provided by the Transferee Company, it has been observed that the said Transferor company is subsidiary of M/s. Opal Investments Pvt. Ltd., a foreign Company holding 100% shares in the said Transferor Company. Since shares are to be issued by the Petitioner Transferee Company to the said foreign Company, towards the consideration as per the exchange ratio of shares as provided in the Scheme, the Hon’ble Court may be pleased to direct the Petitioner Transferee Company to comply with the requirements of the FEMA and/or the approval of the Reserve Bank of India, if any, prior to the allotment of shares to such foreign/NRI shareholders. (b) That, the office of the Deponent has received two complaints from the Shareholders namely Mr. Rupesh S. Shah and Bhupendra Gandhi opposing the Scheme. The matter of the complaint of Mr. Rupesh Shah was taken up by the Registrar of Companies, Gujarat with the Transferee Company vide his letter dated 11.10.2011. The said company furnished its explanation/comments vide its letter dated 13.10.2011…………..the Complainants have right to raise any objection before this Hon’ble Court in pursuance to the notice of petition published in newspapers by the company. The Hon’ble Court may therefore, be pleased to issue appropriate directions to the complainants, if considered fit by this Hon’ble Court, to raise their objections if any, before Downloaded on : Fri Jan 27 19:33:28 IST 2023