Delhi High Court
Paramount Residency Private ... vs ............ on 27 November, 2014
Author: Sanjeev Sachdeva
$~6
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 76/2014
IN THE MATTER OF
PARAMOUNT RESIDENCY PRIVATE LIMITED & ORS
....Applicants
Through: Mr. Ashish Middha, Advocate
for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 27.11.2014
SANJEEV SACHDEVA, J (ORAL)
1. This is first motion joint Application under section 391
to 394 of the Companies Act, 1956 ("Act") in
connection with the Scheme of Amalgamation
("Scheme") of Paramount Residency Private Limited
(hereinafter referred to as Transferor Company No. 1),
Wiseman Estates Private Limited (hereinafter referred
to as Transferor Company No. 2), Paramount Towers
Private Limited (hereinafter referred to as Transferor
Company No. 3), Maxwell Developers Private Limited
(hereinafter referred to as Transferor Company No. 4),
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Flora Realtech Private Limited (hereinafter referred to
as Transferor Company No. 5), Parkway Infrastructure
Private Limited (hereinafter referred to as Transferor
Company No. 6), North Delhi Realcon Private Limited
(hereinafter referred to as Transferor Company No. 7),
Noida Realcon Private Limited (hereinafter referred to
as Transferor Company No. 8), Paramount Villas
Private Limited (hereinafter referred to as Transferor
Company No. 9), Amazon Conbuild Private Limited
(hereinafter referred to as Transferor Company No. 10),
Cosmic Constech Private Limited (hereinafter referred
to as Transferor Company No. 11), Prestige Conbuild
Private Limited (hereinafter referred to as Transferor
Company No. 12), Blissful Constech Private Limited
(hereinafter referred to as Transferor Company No. 13),
Aakriti Town Planners Private Limited (hereinafter
referred to as Transferor Company No. 14), Dorset
Linkers Builders Private Limited (hereinafter referred
to as Transferor Company No. 15), Paramount
Homeland Private Limited (hereinafter referred to as
Transferor Company No. 16) and Masters Constech
Private Limited (hereinafter referred to as Transferor
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Company No. 17) (hereinafter all Companies referred
to as Transferor Companies) with Paramount Propbuild
Private Limited (hereinafter referred to as Transferee
Company) (hereinafter collectively referred to as
Applicant Companies). A copy of the proposed Scheme
is enclosed with the Application.
2. The registered offices of the Applicant Companies are
situated within the National Capital Territory of Delhi,
within the jurisdiction of this Court.
3. The details of the dates of incorporation of the
Applicant Companies, its authorized, issued,
subscribed and paid up capital have been enclosed with
the Application.
4. The copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31 st March, 2013 of the
Applicant Companies have also been enclosed with the
Application.
5. Learned Counsel for the Applicant Companies submits
that no proceedings under sections 235 to 251 of the
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Act are pending against the Applicant companies as on
the date of the present Application.
6. The proposed Scheme has been approved by the Board
of Directors of the Applicant Companies. Copies of the
Board Resolutions have been filed along with the
Application.
7. The status of the Shareholders, Secured and Unsecured
Creditors of the Applicant Companies and the consents
obtained by them for the proposed Scheme are as
follows:
Company No. of Consent No of Consent No of Consent
Share Given Secured Given Unsecured Given
holder Creditor Creditor
Company (97.24% in
No. 1 value)
Transferor 2 All Nil N.A 1 All
Company
Company (18 paid off)
No. 3 (99.97% in
value)
Transferor 2 All Nil N.A 1 All
Company
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Transferor 2 All Nil N.A 1 All
Company
Transferor 2 All Nil N.A 3 All
Company
Transferor 2 All Nil N.A 3 All
Company
Transferor 2 All Nil N.A 4 All
Company
Transferor 11 All 4 All 87 69
Company (82.67% in
No. 9 value)
Transferor 2 All Nil N.A 1 All
Company
Transferor 2 All Nil N.A Nil N.A
Company
Transferor 2 All Nil N.A Nil N.A
Company
Transferor 2 All Nil N.A Nil N.A
Company
Transferor 2 All Nil N.A 4 All
Company
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Transferor 2 All Nil N.A 3 All
Company
Company (14 paid off)
No. 16 (100% in
value)
Transferor 2 All Nil N.A 2 All
Company
Transferee 2 All Nil N.A 17 All
Company
8. A prayer has been made for dispensation from the
requirement of convening the meetings of the
Shareholders, Secured and the Un-secured Creditors of
the Applicant Companies.
9. Learned Counsel for the Applicants submits that the
Transferor Companies are the wholly owned
subsidiaries of the Transferee Company or their shares
are held by other Transferor Companies along with the
Transferee Company as a result no shares would be
allotted to the shareholders of either of the Transferor
Companies. The cross shareholding pattern of the
Transferor Companies is as under:
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S.No Company Share- Shareholding Pattern Percentage
holders
1. Paramount Residency 2 1) Transferee Company 99.99%
(P) Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 1 Company
2. Wiseman Estates (P) 2 1) Transferee Company 99.99%
Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 2 Company
3. Paramount Towers (P) 2 1) Transferee Company 99.99%
Limited
2) Transferor Company No 1
Transferor Company 0.01%
No 3
4. Paramount Towers (P) 2 1) Transferor Company No 1 99.99%
Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 4 Company
5. Flora Realtech Private 2 1) Transferee Company 99.99%
Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 5 Company
6. Parkway Infrastructure 2 1) Transferee Company 99.99%
Private Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 6 Company
7. North Delhi Realcon 2 1) Transferee Company 99.99%
Private Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 7 Company
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8. Noida Realcon Private 2 1) Transferee Company 99.99%
Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 8 Company
9. Paramount Villas Private 11 1) Transferee Company 40.74%
Limited
Transferor Company 2) Transferor Company No 1 7.89%
No 9
3) Transferor Company No 8 8.07%
4) Transferor Company No 7 4.03%
5) Transferor Company No 6 18.65%
6) Transferor Company No10 1.34%
7) Transferor Company No11 1.34%
8) Transferor Company No 12 1.34%
9) Transferor Company No 13 1.34%
10) Transferor Company No 14 8.89%
11) Transferor Company No17 11.69%
10. Amazon Conbuild 2 1) Transferee Company 99.99%
Private Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 10 Company
11. Cosmic Constech 2 1) Transferee Company 99.99%
Private Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 11 Company
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12. Prestige Conbuild 2 1) Transferee Company 99.99%
Private Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 12 Company
13. Blissful Constech 2 1) Transferee Company 99.99%
Private Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 13 Company
14. Aakriti Town Planners 2 1) Transferee Company 99.99%
Private Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 14 Company
15. Dorset Linkers Private 2 1) Transferor company No 1 99.99%
Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 15 Company
16. Paramount Homeland 4 1) Transferee Company 71.49%
Private Limited
Transferor Company 2) Transferor company No 1 15.92%
No 16
3) Transferor company No 5 11.44%
4) Transferor company No 2 1.14%
17. Master Constech Private 2 1) Transferee Company 99.99%
Limited
2) Nominee of Transferee
Transferor Company 0.01%
No 17 Company
18. Paramount Propbuild 2 1) Mukesh Aggrawal 62.86%
Private Limited
2) Meenakshi Aggrawal 33.13%
Transferee Company
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10. In view of the written consents/NOC given by all the
Shareholders of the Applicant Companies, the
requirement of convening meeting of Shareholders of
the Applicant Companies is dispensed with.
11. Since there are no Secured Creditors in the Transferor
Companies No. 2, 4-8, 10-15 and 17 therefore the
requirement of convening meeting of Secured Creditors
of the Transferor Companies No. 2, 4-8, 10-15 and 17
does not arise.
12. In view of the written consents/NOC given by the
Secured Creditors in the Transferor Companies No. 1,
3, 9 and 16 the requirement of convening meeting of
Secured Creditors in the Transferor Companies No. 1,
3, 9 and 16 is dispensed with.
13. Learned counsel for the applicant submits that the No
Objection Certificate has been issued with regard to the
Secured Creditors of Transferor Companies, namely,
ICICI Bank, Bank of Baroda, Bank of India, Central
Bank of India and Corporation Bank, the Board
Resolution has not been enclosed along with No
Objection Certificate. The applicant undertakes that a
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specific notice would be issued to the said Banks at the
time of moving of the second motion calling for their
objection, if any, to the Scheme.
14. Since there are no Secured Creditors in the Transferee
Company therefore the requirement of convening
meeting of Secured Creditors of the Transferee
Company does not arise.
15. In view of the written consents/NOC given by the all
the Un-secured Creditors of the Transferor Companies
No. 2, 4-8, 10, 14, 15 and 17 and the Transferee
Company, the requirement of convening meeting of the
all the Un-secured Creditors of the Transferor
Companies No. 2, 4-8, 10, 14, 15 and 17 and the
Transferee Company is dispensed with.
16. In view of the written consents/NOC given by the all
the Un-secured Creditors of the Transferee Company,
the requirement of convening meeting of the Transferee
Company is dispensed with.
17. Since there are no Un-secured Creditors in the
Transferor Companies No. 11, 12 and 13 therefore the
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requirements of convening meeting of Un-secured
Creditors of the Transferor Companies No. 11, 12 and
13 does not arise.
18. In view of the written consents/NOC given by 95 out of
100 of the Un-secured Creditors of the Transferor
Company No. 1 (constituting 97.24% in value), 41 out
of 61 of the Un-secured Creditors (18 paid off) of the
Transferor Company No. 3 (constituting 99.97% in
value), 69 out of 87 of the Un-secured Creditors of the
Transferor Company No. 9 (constituting 82.67% in
value), 15 out of 29 of the Un-secured Creditors (14
(constituting 100% in value) the requirement of
convening meeting of the Un-secured Creditors of the
Transferor Companies No. 1,3, 9 and 16 is dispensed
with.
19. The Application stands allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
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NOVEMBER 27, 2014
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