BEFORE THE MAHARASHTRA REAL ESTATE REGULATORY AUTHORITY, MUMBAI Virtual Hearing held tfuough video conference as Per MahaRERA Circular No.: 27 /2020 suo-MoTU CASE NO. 272 0E 202I KANAKIA FUTURE CITY C ...PROIECTNAME KANAKIA SPACES REALTY PRIVATE LIMITED ...PROMOTER MahaRERA Project Regishation No. P51E0001Efi)8 Order Dxembet27,20Zl (Date of oirtualheaing - 2L.12.2021, matter rcsroed fur order) Coram: Shri. Aioy Mehta, 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 (zk) of the Real Estate (Regulation and Development) Act' 2016("saidAct")ofRealEstateRegulatoryAuthority('RERA")'ThePromoter 5 of the had registered their project "KANAKIA FUTURE CITY C" under section said Act beanng MAHARERA Registration No. P51800018008 (hereinafter referred to as the "said Proiect"). 2. on a.72.202'1,, a virtual hearing was held in the matter wherein the following roznarna was passed: ,,The scheme Adoocate of the Promoter is presmt and mters that pursuant to a ilcmerger to Knnakia Kanakia Spaces'Realty Pioate Limited haae transfeneil thcir capital asset Future Realty prioat; Limitcd. He furthcr aoers thnt the bansferee anil tle transferor hnse the sari sharelalding pattern. He also points out that the conilitian mzntioneil in the circular No. 24 datei 04.06,2019 of MahaRERA are also fulfilled and tlws wek exernption from taking conxnts of Altottees. He further assures that their clients hauing steppedinn ile shoeJof tlu earlier mtity now agree to fulfil all tle promi*d anilitions. Matter hcard anil is re*roed fur oriler ." Page 1 of 4 3. The Promoter has srrbmitted an application Annsure ',a, dated M.09.2027 under section of 15 of the said Acb for hansferring/assigning their rights and liabilities in the real estate proiect being rmdertaken by the- in favour of Kanakia Future Reality Pvt Ltd. The reason for transfer as indicated in the said applicatio,n is "Demerger Order dated 16.Vl.Xyn" . The relevant portion of the said order is reproduced herein below: " Order (Demerger Onler) futed 16.07.2021 under Sdtme of Arrangement CP(CAA) No.13 of 2027 in CA (CAA) No.1121 of 2020 behtteet Knnakia Spaces Reality Pot. Ltil. ("Transferor Contpany") and Kanakia Future Reality Pot. Ltd. ("Transferee Company") along ztith other Transferee Companies, zoher&y all the as*ts and proryrties a npi*d itt the real estate undcrtaking of the Transferor Compaay shall under prooisions of Section 2i0 to 2i2 stnnds transfered to and zresteil ia the Transferee Company. Clau* 10 (ix) of the Demerger Oriler rearils thtt thele is ,ro requirument for procaring 2/3rd con*at unilcr kction 1.5 of the Real Estate (Regulatbn anil Deoelopmmt) Act, 201.6 sittct therc is no change in tle sharelolding of tfu Transferee Compan{'. 4. The Promoter also declares / undertakes tlnt the details fumished are true and correcg that any changes would be immediately informed; that there is no pending case before any Court/NCLT/any authorized body regarding transfer of the Promotels rights and liabilities in the project, that there is no bar to transfer the rights and liabilities to a third party from any financial institution or financierc who have a charge on the proiecg and that there is no prohibitory order passed by any Court of law against transfer of the existing proiect 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 exkact of section 15 is reproduced hereinbelow: " Section 75: Obligations of ptomotcr ia case of fiansfu of a rcal estate project to a thiril pafi: (1) The promoter slull not trunsfer or assign his majority nghts and linbilitics in respect of a real estatc project to a thiril pafi without &taining prior zoritten con*nt lrom hta- thiril allottees, etept tlu Frofiroter, and without fue pior wittet opprooal of thc Authoity: Page 2 of 4 \.N Proztidcd that such transfer or nssignment shall not affect tlu allotment or sale of tlu apartments, plots or buildings as tlu case may be, in the real estate proiect made by tlu erstwhile promoter. Expl"anatbn-For tlupurpose of this sub-section, tlu allottee, irrespectiae of tlu number of apartments or plots, as tlu case may be, booked by him or boolced in the name of his fo*ily, or in the case of otlur persons such as companies or firms or any association of indiaiduals, by whateoer name called, boolced in its name or boolced in tlu name of its associated entities or related enterprtses, shallbe ansidcred as one allottee only. (2) On tlu transfer or assignment being permitted by the allottees and tlu Autlartty under sub-section (1.), the intending promoter shnllbe required to independently comply with all the pending obligations undcr tlu proaisions of this Act or the rules and regulntbns madc tlureunfur, and the pending obligations as per tlu agreement for sale entered into by tlu ersfwhilc promoter with tlu allottees: Proaiiled that any transfer or assignment permitted under prottisions of thi2 section slull not result in extension of time io tlu intending promoter to complete tlu real estate project and lu shall be required to comply with all the pending obligatio_ns of the erstwhile 'primoter, and in case of default, such intending promoter shnll be liable to the 'rorrrqurinos of breach oi a"Uy, as tlu case may be, as prooided undcr this Act or tlu rules and regulations madc tlrcreunder." 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 Promoter. However, in the present case, the Demerger Order dated 16.07.2021' of the NCLT has clearly L5 stated that there is no requirement for procurng}/3'a consent under section of the said Act as there is no change in the shareholding of the incoming Promoter comPany i.e. Kanakia Future Reality Pvt. Ltd., is a wholly-owned subsidiary of the Promoter (Kanakia spaces Reality rlvt. Ltd.). 7 Further, the Promoter during the hearing has relied upon the MahaRERA circular No. 24 dated 04.06.2079 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 of the Income Tax Act 1967 ot where 75o/o 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 Page3or4 \n$- aforesaid circular the Promoter is exempted from taking 2/3'a consent of the Allottees and is permitted the change of name of the Promoter to Kanakia Future Reality Pvt. Ltd. In the said Proiect. FINAL ORDER 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. shall 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 Project as per the timelines mentioned on the MahaRERA Project registration webpage. ll-; M-,qL tei[ilil'rerrtal Chairperson, Maf,aRERA Page 4 of 4