COMP/135/2011 43/49 ORDER Registrar of Companies and the counsel for the company have stipulated and declared that even after the public advertisement any objection has not been received from any shareholders (except from the above mentioned two shareholders), creditors or anyone else. Therefore also there does not appear any reason or justification for declining the consent as prayed for. So far as the objections or observations by the Regional Director are concerned (as mentioned in the affidavit filed by the Regional Director) the same have been considered hereinabove along with the explanation tendered by the company and appear to have been satisfactorily dealt with by the company. So far as the objections by one shareholder who appeared before the Court are concerned, the same have been discussed and dealt with hereinabove earlier. However, before making final order regarding the request for sanction, the Court would want to receive the reports from Income Tax Department and Enforcement Directorate for being satisfied that the proposed arrangement is not contrary to any applicable law, guidelines, policy, etc. and/or it may not be a mask to cover any clause in the Scheme which may be contrary to law and/or adverse to the interests of members. Hence, before passing the final order, the company is directed to ensure compliance of all observations, directions and conditions prescribed in present order, including those mentioned in para 3.4, 6.5, 6.8, 9.9, and those mentioned in the following paragraph (i.e. para 13) etc. and the final order shall be passed only after the compliance of conditions and observations in this order is reported and certified and after the reports from the concerned authorities are submitted/received and placed on record and provided the said reports do not raise Downloaded on : Fri Jan 27 19:33:28 IST 2023