COMP/135/2011 10/49 ORDER remarks by the Regional Director would stand duly addressed and complied with. 4. Before proceeding further, it is appropriate to mention, at this stage, the objections dated 15th November 2011 filed by one of the two shareholders, viz. Mr. Bhupendra C. Gandhi who has, in his aforesaid written objections alleged, with reference to the proposed Scheme, inter alia, that: “7. I say that Growmore Trade and Investment Private Limited (Transferor) is a Private Limited Company th incorporated in Mauritius on 15 September 2010 under Mauritius Companies Act. The company has shown its Registered Office as C/o Trust Link International Limited, Suite 501, St. James Court, St. Denis Stree, Port Louis, Mauritius. (Point No.8 – Page No. non provided). I say the Transferor Company is based in a Tax Haven Country Mauritius and the company has no business income but some mount is shown as US $23 earned as interest and after adjustment of Expenses of US $4396 has shown loss of US $4373 as per the Audited Financial Statements provided with period as from 15th st September 2010 to 31 March 2011. 8. I say that our company Adani Power Limited is a profit making company with profits shown as Rs.523.75 crores as on st th 31 March 2011 (Page No.37 of the 15 Annual Report). I say that Adani Power has en-number of Subsidiaries with its holding in most at 100% and in only one subsidiary Adani Power Maharashtra Limited it is 74% (Page No.62 of 15th Annual Report). 9. I say that the Company Adani Power Limited with st Promoter Holding 73.50% as on 31 March 2011 (Page No.30 of Annual Report) rather than declaring dividend to benefit the Minority shareholders has been avoiding the same in the name of conserving the resources. I say the resignation of three of the Directors within a span of Two Months in February and March 2011 is a matter of concern and investigation to ascertain with regards to the proposed amalgamation. 10. I say that the proposed valuation done is unfair to the shareowners of Adani Power Limited. It is mentioned in Point No.10 under heading Issue and Allotment of shares that for every holding of 10000 shares of US $ 1/- each in transferor company Growmore, the transferee company Adani Power Limited would issue 16615 shares of Rs.10/- each. 11. I say that Adani Power Limited is already in Majority with 74% holding with Management Control in Adani Power Maharashtra Limited (APML) in which Growmore is said to be holding the balance and after amalgamation would become Downloaded on : Fri Jan 27 19:33:28 IST 2023