MUMBAI BENCH, COURT – II CA (CAA)/218/MB/2021 In the matter of Companies Act, 2013 And In the matter of the Scheme of Amalgamation between Devcon Estpro Private Limited (“Petitioner No.1 Company”)

and Yard Prolet Private Limited (“Petitioner No. 2 Company”)

and Nilayam Prolet Private Limited (“Petitioner No. 3 Company”)

and Eco Prolet Private Limited (“Petitioner No. 4 Company”)

and Goldium Protech Private Limited (“Petitioner No. 5 Company”)

and Track Prolet Private Limited (“Petitioner No. 6 Company”)

and Utopia Respro Private Limited (“Petitioner No. 7 Company”)

and Moss Shelt Let Private Limited (“Petitioner No. 8 Company”)

and K Raheja Private Limited (“Transferee Company”)

and their respective shareholders and creditors Order delivered on: 12.05.2023 Coram:

Hon’ble Member (Technical) Hon’ble Member (Judicial) Shri Shyam Babu Gautam Shri Kuldip Kumar Kareer Appearances (via videoconferencing):

For the Petitioners : Mr. Aayesh Gandhi and Mr.

Rohan Bhatia i/b. M/s. Wadia Ghandy & Co., Advocates For the Regional Director (WR) : Ms. Rupa Sutar, Representative, Office of Regional Director, Western Region.

ORDER Per: Kuldip Kumar Kareer, Member Judicial

1. The Bench is convened by videoconference.

2. Heard Learned Counsel appearing for the Petitioners and the representative of the Regional Director (Western Region). No objector has come before this Tribunal to oppose the Scheme and no party has controverted any averments made in the Petition.

3. The sanction is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 of the Scheme of Amalgamation between Devcon Estpro Private Limited (“Transferor No.1”), Yard Prolet Private Ltd. (“Transferor No.2”), Nilayam Prolet Private Limited (“Transferor No.3”), Eco Prolet Private Limited (Transferor No.4”), Goldium Protech Private Limited (Transferor No.5”), Track Prolet Private Limited (Transferor No.6”), Utopia Respro Private Limited (Transferor No.7”), Moss Shelt Let Private Limited (Transferor No.8”), K Raheja Private Limited (“Transferee”) and their respective shareholders under the provisions of section 230 to 232 and other relevant provisions of the Companies Act, 2013 ( “ the Act”).

4. The Learned Counsel for the Petitioners states that the Board of Directors of the Transferor Companies and the Transferee Company in their respective meetings held on March 16, 2021 have approved the proposed Scheme.

5. The Learned Counsel for the Petitioners states that the Scheme, inter alia, provides for the amalgamation of the Transferor Companies into the Transferee Company with effect from the Appointed Date i.e. 1^st January 2021, and the consequent dissolution of the Transferor Companies without being wound up.

6. The Learned Counsel for the Petitioners states that the Transferor Companies are wholly-owned subsidiaries of the Transferee Company and that the entire paid-up share capital of the Transferor Companies is owned and controlled by the Transferee Company.

7. The Petitioner Companies are carrying in the business of real estate and related activities.

8. The Learned Counsel for the Petitioners state that the rationale of the Scheme and the benefits to be achieved with the Scheme are as under:

(i) Eliminating certain companies from the K. Raheja group of companies and enabling simplification of the holding structure of the companies to inter alia achieve ease of management, post the completion of the Scheme.

(ii) A consolidation of the Transferor(s) and the Transferee Company by way of amalgamation as a going concern would lead to a more efficient utilization of capital, talent pooling and will result in creation of a single larger unified entity in place of different entities under the same management and control, thus resulting in efficient synergies or operations and streamlined business transactions.

(iii) Eliminating multiple accounting, multiple compliances and multiple auditing resulting in reduction of costs, post the completion of the Scheme and for the purposes of i