Vasant Prabhu, Secretary:— Whereas, the Chairperson, MahaRERA is vested with the powers of general superintendence and directions in the conduct of affairs of the Authority under Section 25 of Real Estate (Regulation and Development) Act, 2016.
2. Whereas, in accordance with Section 15 of the Real Estate (Regulation and Development) Act, 2016, the promoter shall not transfer or assign his majority rights and liabilities in respect of a real estate project to a third party without obtaining prior written consent from two-third allottees, except promoter, and without the prior written approval of the Authority.
3. Whereas a procedure was prescribed for the purpose of transfer or assigning Promoter rights vide MahaRERA Circular No. 11/2017 dated 08.11.2017.
4. Whereas considering various types of litigations, it is necessary to prescribe revised procedure for the purpose of transfer of promoters rights and liabilities to third party in accordance with the provisions of Section 15 of Real Estate (Regulation and Development) Act, 2016.
5. Therefore, in supersession of Circular No. 11/2017 dated 08.11.2017 the revised procedure detailed herein shall be followed with immediate effect.
Explanation : -
(i) For the purpose of this section, changes in (internal) shareholding or constituents of a promoter's organization, that doesn't affect obligations and liabilities with respect to the Allottee(s) and the rights and liabilities of the promoter's organisation, shall not require the aforementioned approvals.
(ii) Any Conversion of the promoter of the entity under any statute, of
(i) Partnership Firm into LLP/Private Limited Company or
(ii) Conversion of Private Limited Company or unlisted Co. to a LLP or otherwise
(iii) Proprietorship cliange by succession to legal heirs Shall not require the aforementioned approvals.
6. Cases where the transfer is initiated by the promoter : The promoter shall have to apply to MahaRERA with the consent of two-third allottees as on the date of application in the project under consideration, to seek permission to transfer its rights and liabilities to a third party. The third Party /the intending purchaser shall also submit the documents mentioned in Annoxure-B and Declaration prescribed in Aanexare ‘C’. The promoter shall have to write to the Secretary, MahaRERA, on secy@maharera.mahaonline.gov.in with format prescribed in Annexure-A. On receipt of such application, Secretary shall initiate action through the legal wing who would take necessary steps to obtain approval of MahaRERA, which may include scheduling a hearing. MahaRERA shall thereafter pass an order within one month of filing of such application, of either granting approval to such application for transfer (with or without such conditions as it may prescribe) or reject such application for transfer.
7. After receipt of the approval for the transfer from MahaRERA and thereafter within seven day of completion of the transfer, the new promoter shall then apply for necessary corrections in the existing registration details. He shall also upload required supporting documents in its name like land title, building plan approval, etc., upon obtaining the same from time to time. While making such application for correction, the new promoter shall upload on the website of RERA, a registered undertaking stating that they shall comply with all the obligations under agreement of sale executed by the erstwhile promoter with respect to the Allottee(s) of the project and has assumed all the obligations of the erstwhile promoter under the Act.
8. Amalgamation or merger of the Companies, in which amalgamating company has one or more of the project registered under RERA, and which is voluntarily initiated by the promoter, after 30 April, 2017, shall be regarded as transfer initiated by the Promoter and the Promoter shall have to follow the procedure preascribed herein above for obtaining the approval of the allottee (s).
9. However, if the amalgamation or merger or demerger of the companies, which is not regarded as transfer under Section 47 of the Income Tax Act, 1961 or where 75% of the shareholders remain same in the resultant company, the same shall not require the aforesaid approvals of Allottees (s) under section 15 of the Act.
10. Cases where the transfer is initiated by a third party like financial institution/creditors, etc by operation of law or by way of enforcing of the security. Where Secured Loan and/or the charge on the project is disclosed in the registration details of the project oOn the website of MahaRERA, then in such cases the promoter shall write to the Secretary, MahaRERA, on secy@maharera.mahaonlinegov.in with format prescribed in Annexure-A, within seven days of being aware of the impending or potential transfer arising out of enforcement of security or mortgage. The promoter shall also simultaneously inform each and every allottee of the project of the impeding or potential transfer Within seven days of the transfer being effected by the Financial Institution or creditors, such Financial institution or creditor shall intimate to each of the Allottee (s) and Secretary MahaRERA on secy@maharera.mahaonline.gov.in of enforcement of the security which has resulted in the transfer of the ownership of the promoter organization or transfer of the project The Financial Institution or creditors (acting as new promoter) or new promoter (appointed by such financial institution or creditors) shall then apply tor necessary corrections in the existing registration details. New Promoter shall also upload required supporting documents in its name like land title, building plan approval, etc., upon obtaining the same from time to time. While making such application for correction, the new promoter shall upload on the website of MahaRERA, an undertaking stating that they shall comply with all the obligations under agreement of sale executed by the erstwhile promoter with respect to Allottee (s) of the project and has assumed all the obligations of the erstwhile promoter under the Act. Example:
I. Invocation of Pledge of shares of the promoter organization by Pledge.
II. Takeover of the asset of the project or of the project by Bank/Financial Institution/Asset Reconstruction Company under SARFAESI.
III. Transfer of the Project by the Bank/Financial Institution/Asset Reconstruction Company under SARFAESI (or under Insolvency and Banking Code, 2016.
IV. Takeovet of the management of the promoter in case of Insolvency and Banking Code 2016.
11. Procedure for updating details of new promoter : The following procedure should be adopted for updating details:
• After receiving the application, Secretary shall initiate action through the legal wing for order of the Authority.
• MahaRERA order shall be mailed to the applicant at their given email addre
• As Der the order, new promoter may apply in correction module for change in promoter details and attach the order of the Authority as supporting documet.
• The new promoter shall, in update module from time to time, also upload required supporting documents in its name like amended land title, amended building plan approval, etc., upon obtaining the same.
12. By the approval of the Chairperson, MahaRERA.