Delhi High Court
Ajit Estates Pvt. Ltd. vs Arvind Estates Pvt. Ltd. on 30 November, 2010
Author: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY PETITION NO. 150/2010
% Date of decision: 30th November, 2010
Ajit Estates Pvt. Ltd. ..... Transferor Company No. 1.
Nexus Realtors Pvt. Ltd. .....Transferor Company No. 2.
Mandarin Estates Pvt. Ltd. ..... Transferor Company No. 3.
Charul Estates Pvt. Ltd. ..... Transferor Company No. 4.
AND
Arvind Estates Pvt. Ltd. ..... Transferee Company
Through Mr. Sunil Katariya, Advocate for
the petitioners.
Ms. Manisha Tyagi, Advocate for
OL.
Mr. Atma Sah, Assistant Registrar of
Companies.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER (ORAL)
1. This second motion under Sections 391 and 394 of the Companies Act,
1956 (Act for short) has been filed by Ajit Estates Private Limited (Transferor
Company No.1), Nexus Realtors Private Limited (Transferor Company No.2),
Mandarin Estates Private Limited (Transferor Company No.3), Charul Estates
Private Limited (Transferor Company No.4) and Arvind Estates Private Limited
(Transferee Company). The registered offices of the transferor company Nos.1
to 4 and the transferee company are located within the National Capital
Territory in Delhi.
2. The transferor company Nos.1 to 4 and the transferee company had
earlier filed first motion, which was registered as Company Application (M)
No.60/2010 and was disposed of vide order dated 23rd March, 2010. By this
Company Petition 150/2010 Page 1
order the Court had dispensed with the requirement to convene meetings of
the equity shareholders of the transferor company Nos. 1 to 4 and the
transferee company and the unsecured creditors of the of the transferor
company Nos.1 and 4 and the transferee company. Transferor company Nos.2
and 3 do not have any unsecured creditor. Further transferor company Nos.1
to 4 and the transferee company do not have any secured creditors.
3. After filing of the present petition, notices were issued to the Official
Liquidator and the Regional Director. Regional Director has filed his report
stating that the Central Government does not have any objection to the
proposed scheme of amalgamation.
4. Official Liquidator in his report has stated that they have not received
any complaint from any person/party interested in the proposed scheme of
amalgamation. The Official Liquidator has further stated that on the basis of
the information submitted by the petitioner companies, he is of the view that
the affairs of the transferor company Nos.1 to 4 do not appear to have been
conducted in a manner prejudicial to the interest of their members or public
interest.
5. By order dated 12th April, 2010, notice for hearing of the petition was
directed to be advertised in Delhi edition of the 'Statesman' (English) and
'Jansatta' (Hindi) in terms of the provisions of Rule 80 of the Companies
(Court) Rules, 1959. Affidavit stating that publications have been made and
that no objections have been received to the proposed scheme of
amalgamation has been filed.
6. In view of the aforesaid position, the present petition is allowed and
the proposed scheme of amalgamation is approved and sanctioned. The
Company Petition 150/2010 Page 2
transferor company Nos. 1 to 4 will be dissolved from the effective date. This
order will not be construed as an order granting exemption from payment of
stamp duty, if payable.
Dasti.
SANJIV KHANNA, J.
NOVEMBER 30, 2010
NA
Company Petition 150/2010 Page 3
