Delhi High Court
Gibson Developers Pvt Ltd vs ---- on 8 October, 2012
Author: Indermeet Kaur
$~A14
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:8th October, 2012
+ CO. PET. 316/2012
IN THE MATTER OF COMPANIES ACT AND PETITION
UNDER SECTIONS 391(2) & 394 OF THE COMPANIES ACT
SCHEME OF AMALGAMATION OF
GIBSON DEVELOPERS PVT LTD ..... Transferor
Company No. 1
AND
SURU PROPERTIES PVT LTD ..... Transferor
Company No. 2
AND
GORDON DEVELOPERS PVT LTD ..... Transferor
Company No. 3
AND
ANDROS PROPERTIES PVT LTD ..... Transferor
Company No. 4
AND
EDWARD PROPERTIES PVT LTD ..... Transferor
Company No. 5
AND
MOORE DEVELOPERS PVT LTD ..... Transferor
Company No. 6
AND
ZANSKAR ESTATES PVT LTD ..... Transferor
Co. Pet. No. 316/2012 Page 1 of 11
Company No. 7
AND
DHAULADHAR PROJECTS PVT LTD ..... Transferor
Company No. 8
AND
RICHMOND INFRASTRUCTURES PVT LTD ..... Transferor
Company No. 9
AND
GORDON PROJECTS PVT LTD ..... Transferor
Company No. 10
AND
NENE PROPERTIES PVT LTD ..... Transferor
Company No. 11
AND
DEORIA ESTATES PVT LTD ..... Transferor
Company No. 12
AND
DHAULADHAR PROPERTIES PVT LTD ..... Transferor
Company No. 13
AND
UNITECH REAL-TECH DEVELOPERS
PVT LTD ..... Transferor
Company No. 14
AND
UNITECH HI-TECH REALTORS PVT LTD ..... Transferor
Company No. 15
AND
LAVENDER BUILDERS PVT LTD ..... Transferor
Company No. 16
Co. Pet. No. 316/2012 Page 2 of 11
AND
LAVENDER INFRA-DEVELOPERS PVT LTD ..... Transferor
Company No. 17
AND
SIBIA BUILDERS PVT LTD ..... Transferor
Company No. 18
AND
VOSTOK BUILDERS PVT LTD ..... Transferor
Company No. 19
AND
SAMUS PROPERTIES PVT LTD ..... Transferor
Company No. 20
AND
ANGERS PROPERTIES LTD ..... Transferor
Company No. 21
AND
CARDUS PROPERTIES PVT LTD ..... Transferor
Company No. 22
AND
SIRONI PROPERTIES PVT LTD ..... Transferor
Company No. 23
AND
CYNARA AIRLINES PVT LTD ..... Transferor
Company No. 24
AND
UNITECH HI-TECH INFRASTRUCTURES
PVT LTD ..... Transferor
Company No. 25
AND
Co. Pet. No. 316/2012 Page 3 of 11
FICUS PROJECTS PVT LTD ..... Transferor
Company No. 26
AND
UNITECH LANDMARK BUILDERS PVT LTD ..... Transferor
Company No. 27
AND
UNITECH SCOTIA REALTORS PVT LTD ..... Transferor
Company No. 28
AND
UNITECH SIMPSON PROJECTS PVT LTD ..... Transferor
Company No. 29
WITH
HAVELOCK INVESTMENTS LIMITED ..... Transferee
Through Mr. Mukesh Sukhija, Adv. for the
petitioners.
Mr. K.S. Pradhan, Dy. Registrar of
Companies for the Regional Director.
Mr. Rajiv Bahl, Adv. for the Official
Liquidator.
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAU
INDERMEET KAUR, J. (Oral)
1. This joint Petition has been filed under Sections 391(2) & 394 of
the Companies Act, 1956 by the Petitioner Transferor Companies and
Transferee Company seeking sanction of the Scheme of Amalgamation
of M/s GIBSON DEVELOPERS PRIVATE LIMITED (Transferor
Company No.1), SURU PROPERTIES PRIVATE LIMITED
(Transferor Company No.2), GORDON DEVELOPERS PRIVATE
LIMITED (Transferor Company No.3), ANDROS PROPERTIES
PRIVATE LIMITED (Transferor Company No.4), EDWARD
PROPERTIES PRIVATE LIMITED (Transferor Company No5),
MOORE DEVELOPERS PRIVATE LIMITED (Transferor Company
No.6), ZANSKAR ESTATES PRIVATE LIMITED (Transferor
Company No.7), DHAULADHAR PROJECTS PRIVATE LIMITED
(Transferor Company No.8), RICHMOND INFRASTRUCTURES
PRIVATE LIMITED (Transferor Company No.9), GORDON
PROJECTS PRIVATE LIMITED (Transferor Company No.10), NENE
PROPERTIES PRIVATE LIMITED (Transferor Company No.11),
DEORIA ESTATES PRIVATE LIMITED (Transferor Company
No.12), DHAULADHAR PROPERTIES PRIVATE LIMITED
(Transferor Company No.13),UNITECH REAL-TECH DEVELOPERS
PRIVATE LIMITED (Transferor Company No.14), UNITECH HI-
TECH REALTORS PRIVATE LIMITED (Transferor Company No.15),
LEVENDER BUILDERS PRIVATE LIMITED (Transferor Company
No.16), LAVENDER INFRA-DEVELOPERS PRIVATE LIMITED
(Transferor Company No.17), SIBIA BUILDERS PRIVATE LIMITED
(Transferor Company No.18), VOSTOK BUILDERS PRIVATE
LIMITED (Transferor Company No.19), SAMUS PROPERTIES
PRIVATE LIMITED (Transferor Company No.20), ANGERS
PROPERTIES LIMITED (Transferor Company No.21), CARDUS
PROPERTIES PRIVATE LIMITED (Transferor Company No.22),
SIRONI PROPERTIES PRIVATE LIMITED (Transferor Company
No.23), CYNARA AIRLINES PRIVATE LIMITED (Transferor
Company No.24), UNITECH HI-TECH INFRASTRUCTURES
PRIVATE LIMITED (Transferor Company No.25), FICUS PROJECTS
PRIVATE LIMITED (Transferor Company No.26), UNITECH
LANDMARK BUILDERS PRIVATE LIMITED (Transferor Company
No.27), UNITECH SCOTIA REALTORS PRIVATE LIMITED
(Transferor Company No.28), UNITECH SIMPSON PROJECTS
PRIVATE LIMITED (Transferor Company No.29), with HAVELOCK
INVESTMENTS LIMITED (Transferee Company).
2. The registered offices of the Petitioner Transferor and Transferee
Companies are situated at New Delhi, within the jurisdiction of this
Court.
3. Details with regard to the date of incorporation of Transferor and
Transferee Companies, their authorized, issued, subscribed and paid up
capital have been given in the Petition.
4. Copies of the memorandum and Articles of Association as well as
the latest audited Accounts as on 31st March, 2011 of the Petitioner
Transferor and Transferee Companies have also been enclosed with the
Petition.
5. Copies of the Resolutions passed by the Board of Directors of the
Petitioner Companies approving the Scheme of Amalgamation have also
been placed on record.
6. It has been submitted that no proceedings under Sections 235 to
251 of the Companies Act, 1956 is pending against the Petitioner
Companies.
7. So far as the share exchange, ratio for amalgamation is concerned,
the Scheme of Amalgamation provides that, upon the Scheme finally
coming into effect, the Transferee Company will not issue and allot any
shares as the entire issued, subscribed and paid up share capital of
Transferor Companies, is held by the Transferee Company or its
nominees and shall stand cancelled upon the scheme becoming
effective.
8. The Petitioner Companies had earlier filed CA (M) No. 106
Seeking directions of this Court for dispensation/convening of meetings.
Vide order dated June 01, 2012, this Court allowed the Application and
dispensed with the requirement of convening meetings of Shareholders
of Transferor Companies Nos. 1 to 29 and Transferee Company and also
the Un-secured Creditors of the Transferor Companies (there being no
un-secured creditors in Transferor Companies Nos. 14, 17 and 20) and
the Transferee Company. While the Transferor Companies Nos. 1 to 29
and the Transferee Company had no Secured Creditor.
9. The Petitioner Transferor Companies and the Transferee
Company have thereafter filed the present Petition seeking sanction of
the Scheme of Amalgamation. Vide order dated July 10, 2012, 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 the 'Statesman' (English, Delhi Edition) and 'Veer Arjun'
(Hindi, Delhi Edition). Affidavit of Service and Publication has been
filed by the petitioner 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
newspaper on September 19, 2012. Copies of the newspaper cuttings, in
original, containing the publications have been filed along with the
Affidavit of Service.
10. 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 October 03,
2012 wherein he has stated that he has not received any complaint
against the proposed Scheme from any person/party interested in the
Scheme in any manner and that the affairs of the Transferor Companies
Nos. 1 to 29 do not appear to have been conducted in a manner
prejudicial to the interest of its members, creditors or to public interest.
11. In response to the notices issued in the Petition, Mr.Rakesh
Chandra, learned Regional Director, Northern Region, Ministry of
Corporate Affairs has filed his Affidavit dated 18 th September, 2012.
Relying on Clause 7 of the Scheme of Amalgamation, he has stated that,
upon sanction of the Scheme of Amalgamation, all the employees of the
Transferor Companies Nos. 1 to 29 shall become the employees of the
Transferee Company without any break or interruption in their services
upon sanctioning of the Scheme of Amalgamation by the Hon'ble Court.
12. No objection has been received to the Scheme of Amalgamation
from any other party. Ms.Monika Kashyap, Authorized Signatory of the
Petitioner Companies No. 1 to 17 and Transferee Company and Mr.
Rishi Tandon, Authorized Signatory of the Petitioner Companies Nos.
18 to 29 have filed affidavit(s) dated 5th October, 2012 confirming that
neither they nor the counsel for the Petitioner companies, Mr. Mukesh
Sukhija, Advocate have received any objection pursuant to citations
published in the newspapers.
13. In view of the approval accorded by the Shareholders and
Citations 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 of Amalgamation,
there appears to be no impediment to the grant of sanction to the
Scheme of Amalgamation. Consequently, sanction is hereby granted to
the Scheme of Amalgamation under Sections 391 and 394 of the
Companies Act, 1956. The Petitioner Companies will comply with the
statutory requirements in accordance with law. Certified copy of the
order is to be filed with the Registrar of Companies within 30 days from
the date of receipt of the same. In terms of the Scheme, the whole or part
of the undertaking, the property, rights and powers of the Transferor
Company Nos. 1 to 29 be transferred to and vest in the Transferee
Company without any further act or deed. Similarly, in terms of the
Scheme, all the liabilities and duties of the Transferor Companies Nos. 1
to 29 will be transferred to the Transferee Company without any further
act or deed. 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
permission/compliance with any other requirement which may be
specifically required under any law.
14. Learned counsel for the Petitioners states that the Petitioner
Companies would voluntarily deposit a sum of Rs. 1 lac in the Common
Pool Fund of the Official Liquidator within three weeks from today. The
statement is accepted.
15. Petition is allowed in the above terms.
Order dasti.
OCTOBER 08, 2012/rb INDERMEET KAUR, J
