Delhi High Court
Bedelia Builders & Constructions ... vs ............ on 17 October, 2012
Author: Indermeet Kaur
$~24
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of Judgment:17.10.2012
+ COMPANY PETITION NO. 78 OF 2012
(COMPANY JURISDICTION)
IN THE MATTER OF:
SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956
AND IN THE MATTER OF:
THE SCHEME OF AMALGAMATION OF
BEDELIA BUILDERS & CONSTRUCTIONS PRIVATE LIMITED
......PETITIONER NO. 1 / 1st TRANSFEROR COMPANY
AND
DANKUNI WORLD CITY LIMITED
...... PETITIONER NO. 2 / 2nd TRANSFEROR COMPANY
AND
DHDL WIND POWER PRIVATE LIMITED
...... PETITIONER NO. 3 / 3rd TRANSFEROR COMPANY
AND
DLF DEVELOPERS LIMITED
...... PETITIONER NO. 4 / 4th TRANSFEROR COMPANY
C.P.No.78/2012 Page 1 of 11
AND
DLF GURGAON DEVELOPERS LIMITED
...... PETITIONER NO. 5 / 5th TRANSFEROR COMPANY
AND
DLF WIND POWER PRIVATE LIMITED
...... PETITIONER NO. 6 / 6th TRANSFEROR COMPANY
AND
GEOCITIES AIRPORT INFRASTRUCTURES PRIVATE LIMITED
...... PETITIONER NO. 7 / 7th TRANSFEROR COMPANY
AND
HIEMO BUILDERS & DEVELOPERS PRIVATE LIMITED
...... PETITIONER NO. 8 / 8th TRANSFEROR COMPANY
AND
JAI LUXMI REAL ESTATE PRIVATE LIMITED
...... PETITIONER NO. 9 / 9th TRANSFEROR COMPANY
AND
KHEM BUILDCON PRIVATE LIMITED
...... PETITIONER NO. 10 / 10th TRANSFEROR COMPANY
AND
LAWANDA BUILDERS AND DEVELOPERS PRIVATE LIMITED
...... PETITIONER NO. 11 / 11th TRANSFEROR COMPANY
AND
C.P.No.78/2012 Page 2 of 11
RATI INFRATECH PRIVATE LIMITED
...... PETITIONER NO. 12 / 12th TRANSFEROR COMPANY
AND
SHIVAJIMARG PROPERTIES LIMITED
...... PETITIONER NO. 13 / 13th TRANSFEROR COMPANY
AND
SPRINGHILLS INFRATECH PRIVATE LIMITED
...... PETITIONER NO. 14 / 14th TRANSFEROR COMPANY
AND
ZORIA INFRATECH PRIVATE LIMITED
...... PETITIONER NO. 15 / 15th TRANSFEROR COMPANY
WITH
DLF HOME DEVELOPERS LIMITED
............... PETITIONER NO. 16 / TRANSFEREE COMPANY
Through: Mr. Ravi Bassi, Advocate for the Petitioners.
Mr.Rajiv Bahl, Advocate for the Official
Liquidator.
Mr.K.S.Pradhan, Deputy ROC on behalf of
Regional Director (North).
CORAM:
HON'BLE MS. JUSTICE INDERMEET KAUR
C.P.No.78/2012 Page 3 of 11
INDERMEET KAUR, J. (Oral)
1. This second motion joint Petition has been filed under section
391 (2) & 394 of the Companies Act, 1956 by Bedelia Builders &
Constructions Private Limited & Others with DLF Home Developers
Limited seeking sanction of the Scheme of Amalgamation ( for short
"Scheme" ).
2. The Petitioner Companies had earlier filed CA (M) No.105 / 2011
seeking directions of this Court for dispensation of the meetings of
Shareholders of all the Transferor Companies and the Transferee
Company and Secured Creditors of the Transferee Company. Vide order
dated 25.08.2011, this Court allowed the application and dispensed with
the convening of meetings of Shareholders of all the Transferor
Companies and the Transferee Company. Further, this Court vide order
25.08.2012 also dispensed with the convening of meetings of Unsecured
Creditors of all the Transferor Companies and Secured Creditors of the
Transferee Company. Further, this Court has directed the Transferee
Company to convene the meeting of its Un-Secured Creditors on
29.10.2011. Mr. Arun Kumar Verma, Advocate and Mr. Manoj D.
Taneha, Advocate were appointed as Chairperson and Alternate
Chairperson to convene the said meeting.
3. This Court vide order dated 28.11.2011 allowed the amendment
application and had granted the permission to Paliwal Real Estate
Private Limited to withdraw from the Scheme of Amalgamation and had
taken on record the amended Scheme of Amalgamation and First
Motion Petition. Further, this Court had postponed the Court convened
meeting of Unsecured Creditors of the Transferee Company to
28.01.2012.
4. In compliance of the orders of this Court the meeting of the
Unsecured Creditors of the Transferee Company was convened on
28.01.2011 at Shah Auditorium, Near Shree Delhi Gujarati Samaj Marg
and LG House ( Old ), Civil Lines, Delhi 110054. The Scheme of
Amalgamation was approved, without any modification, by the
Unsecured Creditors who were present and casted their vote in the
meeting. The Chairperson has filed the report of the meeting before
this Court on 08.02.2012.
5. The Petitioner Companies have thereafter filed the present
Petition seeking sanction of the Scheme of Amalgamation. Vide order
dated 17.02.2012, notice in the Petition was directed to be issued to
the Regional Director, Northern Region and Official Liquidator.
Citations were also directed to be published in "Business Standard"
(English Edition) and "Veer Arjun" (Hindi Edition). Affidavit of Service
and Publication has been filed by the Petitioners showing compliance
regarding service of the Petition on the Regional Director, Northern
Region and Official Liquidator, and also regarding publication of
citations in the aforesaid newspapers on 12.03.2012. Copies of
Newspapers, in original, containing the publication have been filed
along with the Affidavit of Service.
6. 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 12.07.2012
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 No. 1
to 15 do not appear to have been conducted in a manner prejudicial to
the interest of its members, creditors or to public interest.
7. In response to the notices issued in the Petition, Mr.Rakesh
Chandra, Learned Regional Director, Northern Region, Ministry of
Corporate Affairs has filed his Representation/ Affidavit / dated
27.09.2012. Relying on Clause 8, Para IV of the Scheme of
Amalgamation, he has stated that, upon sanction of the Scheme of
Amalgamation, all the Permanent employees of all the Transferor
Companies shall become the employees of the Transferee Company
without any break or interruption in their service upon sanctioning of
the Scheme of Amalgamation by the Hon'ble Court. Further, relying on
Para 5.10 of Part-IV of the Scheme, he has stated, the Scheme provide
the Accounting Treatment in detail, which is in accordance with
Accounting Standard-14 issued by the Institute of Chartered
Accountants of India.
8. No objection has been received to the Scheme of Amalgamation
from any other party. Mr. Rajib Routray, authorized Representative of
the Petitioner Company nos. 1 to 16 has filed an affidavit dated 6th
October 2012, confirming that neither of Petitioner Company nos. 1 to
16 nor their Legal Counsel have received any objection pursuant to
citations published in the newspapers.
9. So far as the share exchange ratio for amalgamation is
concerned, the Scheme provides that, upon the Scheme finally coming
into effect, the Transferee Company shall issue shares in the following
manner :
Transferor Company nos. 3, 5, 7, 8, 10, 12, 13, 14 and 15
Transferor Company nos. 3, 5, 7, 8, 10, 12, 13, 14 and 15 are
wholly-owned subsidiaries of the Transferee Company and upon
amalgamation the share capital of these companies shall be set-off
with the investments of the Transferee Company and shall stand
cancelled and extinguished.
Transferor Company nos. 1, 2, and 11
Transferor Company nos. 1, 2 and 11 have a value less than zero,
the Transferee Company has been recommended to issue one share as
a consideration.
Transferor Company no. 4
134 Equity Shares of Rs. 10/- each, credited as fully paid-up, of
the Transferee Company for every 10000 Equity Shares of Rs.10/- each
held in Transferor Company no. 4.
Transferor Company no. 6
52 Equity Shares of Rs. 10/- each, credited as fully paid-up, of the
Transferee Company for every 10000 Equity Shares of Rs.10/- each held
in Transferor Company no. 6.
Transferor Company no. 9
99 Equity Shares of Rs. 10/- each, credited as fully paid-up, of
the Transferee Company for every 10000 Equity Shares of Rs.10/- each
held in Transferor Company no. 9.
10. In view of the approval accorded by the Shareholders and
Creditors 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 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 be filed with the Registrar of Companies within 30 days from the
date of receipt of the same. In terms of the provisions of section 391
and 394 of the Companies Act, 1956, and in terms of the Scheme, the
whole or part of the undertaking, the properties, rights and powers of
Petitioner nos. 1 to 15 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 Petitioner nos. 1 to 15 be
transferred to the Transferee Company without any further act or
deed. Upon the Scheme coming into effect, Petitioner nos. 1 to 15 shall
stand dissolved without winding up. 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.
11. Learned Counsel for the Petitioner Companies states that the
Petitioner Companies would voluntarily deposit a sum of Rs. 1,00,000/-
with the Common Pool of the Official Liquidator within three weeks
from today. The statement is accepted.
12. The Petition is allowed in the above terms.
Order Dasti
INDERMEET KAUR, J
OCTOBER 17, 2012
nandan
