Daren Developers Private Limited vs ...........
2014 Latest Caselaw 5234 Del

$~3
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+    CO.PET.322/2014
IN THE MATTER OF
DAREN DEVELOPERS PRIVATE LIMITED ....Petitioners
              Through: Mr. Rishi Sood, Advocate for
                       Petitioner Companies.
                             Mr.    Atma    Sah,  Assistant
                             Registrar of Companies for the
                             Regional Director.
                             Mr. Rajiv Behl, Advocate for the
                             Official Liquidator.

     CORAM:
     HON'BLE MR. JUSTICE SANJEEV SACHDEVA
                ORDER

% 17.10.2014

SANJEEV SACHDEVA, J (ORAL) Co. Appl. No. 2403/2014 (on behalf of the Regional Director) This is an application filed by the Regional Director seeking condonation of delay in filing the report.

Learned counsel for the Petitioners submits that the petitioner has no objection to the delay being condoned.

In view of the above, the delay is condoned and the report is taken on record.

The application stands disposed of.

=============================================

CO.PET.322/2014

1. This second motion joint petition has been filed under sections 391 to 394 of the Companies Act, 1956 ("Act") seeking sanction of the Scheme of Amalgamation ("Scheme") of Daren Developers Private Limited (hereinafter referred to as the Transferor Company No. 1), Emilia Estates Private Limited (hereinafter referred to as the Transferor Company No. 2), Halima Developers Private Limited (hereinafter referred to as the Transferor Company No.

3) Reveka Developers Private Limited (hereinafter referred to as the Transferor Company No. 4) and Vatika Propbuild Private Limited (hereinafter referred to as the Transferor Company No. 5) (hereinafter collectively referred to as the Transferor Companies) with Lincoln Developers Private Limited (hereinafter referred to as the Transferee Company) (hereinafter all Companies collectively referred to as Petitioner Companies). A copy of the Scheme has been enclosed with the Petition.

2. The registered office of the Petitioner Companies is situated at New Delhi, within the jurisdiction of this Court.

=============================================

3. Details with regard to the date of incorporation of the Petitioner 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 of the Petitioner 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. The Petitioner Companies had earlier filed C.A. (M) No. 68 of 2014 seeking directions of this Court for dispensation of the meetings. Vide Order dated 10 th March, 2014 this Court allowed the Application and dispensed with the requirement of convening meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Companies.

=============================================

8. The Petitioner Companies have thereafter filed the present Petition seeking sanction of the Scheme of Amalgamation. Vide Order dated 19.05.2014, 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 "Statesman" (English) and "Jansatta" (Hindi). Affidavit of Service and Publication has been filed by the Petitioner Companies showing compliance regarding service of the Petition on the Regional Director, Northern Region and to the Official Liquidator and also regarding Publication of Citations in the aforesaid News papers on 01.08.2014. Copies of the news papers cuttings, in original, containing the publications have been filed with the Affidavit of Service.

9. In response to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, the Official Liquidator has filed his Report dated 16th August 2014, 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 do not

=============================================

appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per the 2 nd proviso of section 394(1) of the Act.

10. In response to the notice issued in the Petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs, has filed his Affidavit/Report dated 19th September 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services. Further, the learned Regional Director submits that a letter has been written to the Income Tax Authorities. However, no objection has been received with regard to the Scheme.

11. No objection has been received to the Scheme of Amalgamation from any other party. Mr. Gaurav Arora, Authorised Signatory of Petitioner Companies, has filed his affidavits dated 12 th August, 2014 confirming that neither the Petitioner Companies nor their legal Counsel has received any objection pursuant to the citations published in the newspapers.

=============================================

12. 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 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.

13. 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 sections 391 and 394 of the Companies Act, 1956, and in terms of the Scheme, the whole or part of the undertaking, the property, rights and powers of the Transferor Companies 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 be transferred to the Transferee Company without any further act or deed.

=============================================

14. 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 department which may be specifically required under any law.

15. Learned Counsel for the Petitioners states that the Petitioner Companies (collectively) would voluntarily deposit a sum of Rs.75,000/- in the Common Pool fund of the Official Liquidator within three weeks from today. The statement is accepted.

16. The Petition is allowed in the above terms.

Order Dasti.

SANJEEV SACHDEVA, J OCTOBER 17, 2014 sv

=============================================