The Tribunal sanctioned a Scheme of Amalgamation, exercising its powers under Sections 230-232 of the Companies Act, 2013, affirming that the commercial wisdom of shareholders should be respected when a scheme is fair, reasonable, and follows all statutory compliance protocols.

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ORDER

C.P.(CAA)/251(MB)2025: The above CP is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order.

Jiten Agro Land And Farm Private Limited, }

a company incorporated under the provisions of the }

Companies Act, 1956 having its registered office at }

Shreeji Mahal, A Wing, 2nd Floor, }

Near Anandibai Kale College, Sai Baba Nagar, }

Borivali (West), Mumbai – 400092, }

Maharashtra, India. }

CIN: U01110MH1995PTC095201 }... First Petitioner Company/ Transferor Company 1

Deepdharshan Builders Private Limited, }

a company incorporated under the provisions of the }

Companies Act, 1956 having its registered office at }

Shreeji Mahal, A Wing, 2nd Floor, }

Near Anandibai Kale College, Sai Baba Nagar, }

Borivali (West), Mumbai – 400092, }

Maharashtra, India. }

CIN: U45201MH2006PTC162678 }... Second Petitioner Company/ Transferor Company 2

Poonam Highrise Private Limited, }

a company incorporated under the provisions of the }

Companies Act, 2013 having its registered office at }

B-203, Goyal Shopping Arcade, 2nd Floor, }

S.V. Road, Opp. Railway Station, Borivali (West), }

Mumbai, Maharashtra, India, 400092. }

CIN: U43299MH2023PTC399839 }... Third Petitioner Company/ Transferee Company

The First Petitioner Company, the Second Petitioner Company and the Third Petitioner Company together referred as “the Petitioner Companies”

ORDER

1. The sanction of the Tribunal is sought under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, to the Scheme of Amalgamation of Jiten Agro Land And Farm Private Limited (“Jiten Agro” or the “Transferor Company 1” or the “First Petitioner Company”) having CIN U01110MH1995PTC095201 and Deepdharshan Builders Private Limited (“Deepdharshan” or the “Transferor Company 2” or the “Second Petitioner Company”) having CIN U45201MH2006PTC162678 and Poonam Highrise Private Limited (“Poonam” or the “Transferee Company” or the “Third Petitioner Company”) having CIN U43299MH2023PTC399839 and their respective shareholders (‘Scheme’).

2. Heard the learned Counsel for the Petitioners and the representative of the Regional Director Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petition.

3. The Appointed Date for the Scheme of Amalgamation is 1st day of April 2025.

4. The Counsel for the Petitioner Companies submits that the proposed Scheme of Amalgamation was approved unanimously by the Board of Directors of the respective Petitioner Companies on 17 June 2025. A certified true copy of Board Resolution of respective Petitioner Companies approving the Scheme are annexed with Company Scheme Petition as ‘Annexure E1 to E3’ (Pg. 230-247).

5. The Learned Counsel appearing on behalf of the Petitioner Companies states that the joint Company Scheme Petition has been filed in consonance with the order dated 19 August 2025 passed by this Tribunal in the connected Company Scheme Application bearing C.A.(CAA)/178(MB)2025.

BUSINESS PROFILE OF THE PETITIONER COMPANIES: -

6. The Counsel for the Petitioner Companies further submits that the First Petitioner Company is engaged in the business of renting of properties and development projects, the Second Petitioner Company is engaged in business of development of properties and the Third Petitioner Company is e