11. The Official Liquidator in its report in para 1.[1] has submitted that the share valuation report does not appear to be correct as different methods have been adopted for calculating share valuation of Transferor and Transferee Companies. In response,

3. Details with regard to the date of incorporation of Transferor a d Transferee Compaiiies, their authorized, issued, subscribed and paid up capital have been given in the Petition. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31St March, 2010 of the Petitioners Companies have also been enclosed with the Petition. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme have also been placed on record. It has been submitted that no proceeding under Sections 235 to 21 of the Act is pending against the Petitioner Companies. So far as the share exchange ratio for amalgamation is concerned, the Scheme provides that, upon the Scheme finally coming into effec, the Transferee Company shall issue shares in the following manner:-

The Petitioner Companies had earlier filed CA (M) No. 19/2011 seeking directions of this Court for dispensation of meetings. Vide order dated Co. Pet. 71 of2011 • S S Sc January 28, 2011, this Court allowed the Application and dispensed with the requirement of convening meetings of Shareholders and Un-secured Creditors of the Transferor and Transferee Companies. None of these Companies had any Secured Creditors. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme. Vide order dated l[4].[1] February, 2011, notice in the petition was directed to be issued to the Regional Director, Northern Region and the Official Liquidator. Citations were also directed to be published in 'Financial Express' (English, Delhi Edition) and 'Jansatta' (Hindi, Delhi Edition). Affidavit of Service and Publication has been filed by the Petitioners showing compliance regarding service of the Petition on the Regional Director, Northern Region and the Official Liquidator, and also regarding publication of citations in the aforesaid newspapers on 2' March 4' 2011. Copies of the newspapers' cuttings, in original, containing the publications have been filed along with the Affidavit of Service. Pursuant to the notices issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his report dated 18th August 2011 wherein he has stated that he has not received any complaint against the proposed Scheme from any personlparty interested in the Scheme in any manner and that the affairs of the Transferor Company do not appear to h been conducted in a - manner prejudicial to the interest of its members, creditors or to public interest.

11. The Official Liquidator in its report in para 1.[1] has submitted that the share valuation report does not appear to be correct as different methods have been adopted for calculating share valuation of Transferor and Transferee Companies. In response, the Petitioner Companies have filed their affidavit stating as under:i) That the Official Liquidator is only concerned with certifying under the proviso to Section 394 of the Companies Act, 1956 that the affairs of the transferor company do not appear to have been conducted in any manner prejudicial to the interests of its members, or that of public interest. The Official Liquidator is not entitled to Object to the share exchange ratio. {Nav Chrome Lid., In re [1997] 89 Comp. Cas. 285114.SCL 267(AP)} Co. Pet. 71of2011 Page4oflO That the valuation was carried out by the experienced firm of the. Chartered Accountants M/s Deepender Anil & Associates, Chartered Accountants on the basis of known valuation methods. Further, the Scheme of Tiloka Real Estate Private Limited With Hamir Real Estate Private Limited was unanimously approved by the shareholders of both the Companies. {Apex Court has held in Miheer H. Mafat Lal vs. Mafat Lal Industries Ltd. 11996187 Comp. Cas. 7921 "When the ratio has been fixed by expert chartered accountants upon consideration of various factors and the same has been approved by the majority of shareholders in the meeting, the Court would not disturb it." That the valuation of shares is a technical matter which requires considerable skjll and expertise. There were bound to be difference of opinion as to the correct value of shares of any given company. Simply because it was possible to value the shares in a manner different from the one which had been agreed Co. Pet. 71 of2011. upon was unfair. What is important in this case is that all the shareholders of both the Companies had unanimously accepted the valuation which had been arrived at by the auditor of both the Companies. Unless, the person who challenged the valuation satisfied the court that the valuation arrived was grossly unfair, the court would not disturb the scheme of amalgamation approved by the shareholders of the two companies. {Piramal Spinning & Weaving Mills Limited. In re[1980[1] 50 Comp. Cas. 514 (Bom)} iv) That the Valuation is a matter of opinion. The ratio of exchange has been fixed by an experienced and reputed firm of chartered accountants, then in the absence of any charge of fraud against them the court will accept such valuation and ratio of

4. exchange. It is also well settled that when the majority of shareholders accepted the valuation there is no reason why their business decision should be interfered with and court would proceed on the basis that the ratio of exchange is a fair ratio of exchange." {EITA India Ltd. V. Narayan Prasad Lohia [99 Comp. Cas. 276 (Cal) }

12. It is pertinent to mention, that today in Court Mr. Mukesh' Sukhija, learned counsel for Petitioner Companies has handed overall affidavit dated 09th September, 2011. The same is taken on record. Relevant portion of the said affidavit reads as under:- "2. That the management of the affairs of both the Transferor Company and the Transferee Company is being carried out by their respective Board of Directors. The composition of the Board of Directors of the Transferor Company and the Transferee Company are the same. The Board of Directors of the Transferor Company and the Transferee Company comprise of the following two persons who are the only directors in both the Transferor Company and the Transferee Company: Mr. Balakrishnan Anantharaman Mr. Bharat Moossaddee That' the controlling interest' in both the Transferor Company and the Transferee Company ultimately vests in the same entily(ies)/group thereby implying that the ultimately shareholding in both the Transferor Company and the Transferee Company is controlled by the same entity(ies)/group. Both the Transferor Company and the Transferee Company are controlled by 'Gum berg Global One, LLC' (incorporated in USA) and 'Dheer SA Investments LLC' (incorporated in Mauritius) in equal shares through various entities. That as stated hereinabove the management and control of both the Transferor Company and the Transferee Company vests in the same entity(ies)/group." Co. Pet. 71 of2011 Page 7oflO In response to the notices issued in the Petition, Mr B K Bansal, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit dated i th May 2011. Relying on Clause 4.1.[1] (viii) of Part IV of the Scheme, he has stated that all the employees of the Transferor Comany shall become the employees of the Transferee Company without any break or interruption in their services upon sanctioning of the Scheme by this Couit Further, the Regional Director submitted in his affidavit, that he was not clear whether the Transferee Company had complied with the applicable provisions of the Reserve Bank of India with regard to utilization of FDI received from MIs Anisha (Mauritius) Limited (a Foreign Company) by way of subscription to the equity shares of the Transferee Company. The Transferee Company submitted an affidavit wherein it was affirmed by the Transferee Company that it had complied with the applica tble press notes I circulars / regulations of FEMA in respect of utilization of FDI issued by Reserve Bank of India from time to time. Though this Court is prima facie not.inclined to meet the legal submissions of the learned counsel for Petitioner Companies, yet keeping in view the fact that the controlling interest in both the Petitioner Companies Co. Pet. 71of2011 Page8oflO ~e-V ultimately vests with the same entities, this Court is of the opinion that there is no requirement to tamper with the valuation report. No objection has been received to the Scheme from any other party. Mr. Mukesh Sukhija, learned counsel for the Petitioner Companies, has filed an affidavit dated 171h August, 2011, confirming that neither the Petitioner Companies nor he himself has received any objection pursuant to citations published in the newspapers. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official LiquIdator, attached with this - Court to the proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to, the Scheme under Sections 391 and 394 of the Act. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the order be filed with the Registrar of Companies within 30 days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Company be transferred to Co. Pet. 71of2011 Page9oflO and vest in the Transferee Company without any further act or ded. Similarly, in terms of the Scheme, all the, liabilities and duties of the Transferor Company be transferred to the Transferee Company without any further act or deed. 'Upon the Scheme coming into effect, the Transferor Company shall stand dissolved without winding up. It is, however, clarified that this order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable in accordance with any law; or permissionlcompliance with any other requirement which may be specifically required under any law. Mr. Mukesh Sukhija, learned counsçl for the Petitioners states that Petitioner Companies would voluntarily deposit a sum of i,00,000/- with the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted. \4. The Petition is allowed in the above terms. Order dasti. L--i MANMOITANT SEPTEMBER 09, 2011 is Co. Pet. 71of2011. PagelOoflO I