BEFORE THE MAHARASTITRA
             REAL ESTATE REGULATORY AUTHORTTY, MUMBAI

                Virtual Hearing held through video conference as Per
                           MahaRERA Circular No.: 27/ZJ.20

                         suo-Moru cAsE NO. 213 0E 2Un
KANAKIA FUTURE CITY D                                                  ...PROIECTNAME


KANAKIA SPACES REALTY PRIVATE LIMITED                                        ...PROMOTER

                 MahaRERA Project Registration No. P51800m7413


                                            Order
                                    Der.embe.r27,202f
             (Date of airtualheanng - 21..1.2.2021, matter resenteilfor order)

              Coram: Shri. Ajoy Mehta, Chairperson, MahaRERA
         Advocate Abir Patel i/by Wadiya Ghandy & Co. for the Promoter

1    Kanakia Spaces Realty Private Limited are the Promoter/Developer within the
     meaning of Section 2 (z$ of the Real Estate (Regulation and Development) Act,
     2015 ("said Act") of Real Estate Regulatory Authority ('RERA")' The Promoter

     had registered their project "KANAKIA FUTURE CITY D" under section 5 of the
     said Act bearing MAHARERA Registration No. P51800017413 (hereinafter
     referred to as the "said Proiect").


2.   ot n.12.20n, a virtual hearing was held in the matter wherein the following
     rozrv[rvl was passed:
     .The Adoocate of the Promoter is present and atsers that pursuant to a ilemerger scheme
     IGnakia Spnces-Realty Pioate Limited haoe *ansferreil their capital asset to Kmtakia
     Euture Rialty pioai Limited. He further aoers that the transferee and the fiansf*1r
     hrue the sanu shareholiling pattern. He also points out that the condition mentioneil in
     the circular No. 24 datii 04.06.201.9 of MahaRERA are also fulfillcd anil thus seek
     exemption from taking consents of Allottees. He further assures that their clients haoing
     stepryd inio the shoes of the earlier entity now agree to fulfl all the promi*d conditions.

     Matter heard and is reseroed for order."


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3.   The Promoter has submitted an application Annsure ',s, dated 06.M.ZJ,21
     under section of 15 of the said AcL for transfurring/                  their rights and
     liabilities in the real estate prqect being undertakm by them in favour of
     Kanakia Future Reality    kt Ltd. The reason for transfer as indicated in the said
     application is "Demetger Order dated 1:6.g7.2lm'. The relevant portion of the
     said order is reproduced herein below:
     " Order (Demeryer Oriler) dotcd 16.07.2021 under Sdeme                of Arrangement
     CP(CAA) No.13 of 2021. in CA (CAA) No.1121 of ZL20befitteen Knnakia Spaees Reality
     Pot. Lkl. ("Transferor Conpany") and Karukia Future Reality Pot. Ltd. ("Transferee
     Company") along zoith othcr Transferee Companieq zoWy all the as*ts md prope*ies
     annprised   it the real estatc undertaking of llu Transleror Company shall undcr
     protrisbns of Section 230 to 232 stands transfered to and oesteil in the Traasleree
     Co-Wy. Aatx L0 (it) of the Demerger Oder remrds that there is no requircmett for
     proaring 2ftrd consent tndtr *ction 15 of the Real Estate (Regulation and
     Deoelopmoi) Act, 201.6 sine there is no change in the sharcholiling of tfu Transferee
     Compan{'.

4.   The Promoter also declares / undertakes that the detafu fumished are true and

     corecti that any changes would be immediately informed; that Arere is no
     pending case before any C-ourt INCLT/ any authorized body regarding transfer
     of the Promotels righb and liabilities in the project that Alere is no bar to
     transfer the rights and liabilities to a third party from any financial institution or
     financiers who have a drarge on the proiecq and that there is no prohibitory
     order passed by any Court of law against transfer of the existing project in favour
     of third party.


5    Thus, with regard to the change of Promoter sought by the Promoter herein it is
     pertinent to examine section 15 of said Act The relevant extract of section 15 is
     reproduced hereinbelow:
     " Section 75: Obligations       of pomoter it case of transfer of a leal estate ?roiect
     to a thitil pafi:
     (1) The prcmotcr slull not transfn or assign his majoity ights and liabilities in respct
     of a rcal estutc project to a thiril pafi witlout &taining prior wittea consent from hw-
     third allottes, exept tlu promoter, anil zoithout the prior zorittzn opprooal of the
     Authoity:


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    Prooided that such transfer or assignment shall not ffict the allotment or sale of tle
    apartunents, plats or buildings ,s tli ,ase may be, in thc real estate proiect madc by tle
    ershlhile promoter.

     Explanation For the Vurpose of this sub-section, the allottee, inespectitte -of the numbe.r
                 -
     of rpartments or ploti, as' tlu cnse may be, bookcd by him or booked in the name of his     _



    |o*ity,   o, in the ca* of othcr persons-such as mmpanies or firms or any -association of
    'inditifuials,
                   by whatinr name called, baol<ed in its nnme or bookeil in the name of its
      associated enities or related enterpises, shall be ansidereil as one allottee only.

    (2) On the transfer or assignment being permittcd by tlv allattees and the Authoity
    under sub-*ctioi (t), tne ;itenaing promoter shnll be requireil to independcntly conply
    with all tlu pending obligations under thc prooisions of this Act or thc rules and
    regulations madc thireunder, anil the peniling obligations as ryr tlu agreement fur sale
    entzreil into by the erstwhib promoter with the allattees:

    Prooiileil that any hansfer or assignment   permitted uniler prwisions of this *ctio-n shall
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    rct result in exiensioi of time the intending promoter to amplcte the real estatc
    project anil he shallbe requireil to comply with al[ the pending obligatby of !te. eStwn.i.te
    'primoter,
                 and in case'of defaull sich inteniling promoter shall be liable to the
    'ronnqr"ino, breach oi aeUy, as the cas may fu, as prooided undcr this Act or the
                    of
    rules and regulations madc thcreunder."

6   From the plain reading of section 15, it is clear that the transfer of majority rights
    and liabilities of the Promoter herein in respect of said Project to a third party i.e.
    Kanakia Future Reality Pvt. Ltd. herein shall not happen without obtaining prior
    written consent from two-third Allottees, except the ftomoter. However, in the
    present case, the Demerger order dated 76.07.2027 of the NCLT has clearly
    stated that tlrcre is no requirement for procuring 2/3ra consent under section 15
    of the said Act as there is no change in the shareholding of the incoming
    Promoter company i.e. Kanakia Future Reality frvt. Ltd', is a wholly-owned
     subsidiary of the Promoter (Kanakia Spaces Reality Pvt. Ltd.)'


7    Further, the Promoter during the hearing has relied upon the MahaRERA
     circular No. 24 dated M.o6.2O1g wherein it has been provided that if the
     amalgamation or merger or demerger of the companies, which is not regarded
     as transfer under section 47 ol the Income Tax Act 1967 or where 75% of the
     shareholders remain same in the resultant comPany/ the same shall not require
     takingapprovals of Allottee(s) under section 15 of the said Act' In view of the

                                                                                             .( )"
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     aforesaid circular the Promoter is exempted from taking 2/3'd consent of the
     Allottees and is permitted the change of name of the Promoter to Kanakia Future
     Reality Pvt. Ltd. In the said Project.


                                    FINALORDER
Thus, Kanakia Future Reality Pvt. Ltd. is permitted as the new Promoter for the said
Project. Needless to say, that Kanakia Future Reality Pvt. Ltd. shatt be required to
independently comply with all the pending obligations under the provisions of the
said Act or the rules and regulations made thereunder, and the pending obligations
as per the agreement for sale entered into by the Promoter with the Allottees and shall

complete the balance construction work and handover possession to all the Allottees
of the said ltoject as per the timelines mentioned on the tvIahaRERA Project
registration webpage.




                                                                         ,ftr$,[*,
                                                            Chairperson, MahaRERA




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