Delhi High Court
Chachet Real Estates Private ... vs ......... on 27 October, 2014
Author: Sanjeev Sachdeva
$~11
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 676/2013
IN THE MATTER OF
CHACHET REAL ESTATES PRIVATE LIMITED AND
ORS.
....Petitioners
Through: Mr. Ravi Bassi, 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
% 27.10.2014
SANJEEV SACHDEVA, J (ORAL).
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 Cachet Real Estate Pvt.
Ltd (hereinafter referred to as the Transferor Company
No. 1), Calvine Builders & Constructions Private
Limited (hereinafter referred to as the Transferor
Company No. 2), Deltaland Real Estate Private Limited
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(hereinafter referred to as the Transferor Company No.
3), Domus Realtors Private Limited (hereinafter
referred to as the Transferor Company No. 4), First
City Real Estate Private Limited (hereinafter referred
to as the Transferor Company No. 5), Flora Real Estate
Private Limited (hereinafter referred to as the
Transferor Company No. 6), Irving Builders &
Developers Private Limited (hereinafter referred to as
the Transferor Company No. 7), Mariposa Builders &
Developers Private Limited(hereinafter referred to as
the Transferor Company No. 8), Saguna Builders &
Developers Private Limited (hereinafter referred to as
the Transferor Company No. 9), Vilina Estate
Developers Private Limited (hereinafter referred to as
the Transferor Company No. 10), Vinanti Builders &
Developers Private Limited (hereinafter referred to as
the Transferor Company No. 11), Gyan Real Estate
Developers Private Limited (hereinafter referred to as
the Transferor Company No. 12) (hereinafter
collectively referred to as Petitioner Companies) and
Diwakar Estates Limited (hereinafter referred to as the
Transferor Company No. 13) (hereinafter collectively
referred to as Transferor Companies) with DLF
Universal Limited (hereinafter referred to as the
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Transferee Company) (Transferor Company No. 13 and
Transferee Company are hereinafter referred to as the
Non-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. The registered office of the Non-Petitioner
Companies is situated at Gurgaon, outside 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 and Non-Petitioner
Companies approving the Scheme of Amalgamation
have also been placed on record.
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6. Learned Counsel for the Petitioner Companies submits
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 CA (M) No.
128 of 2013 in this Court seeking directions of this
Court for dispensation of meetings Shareholders of the
Petitioner Companies and Unsecured Creditors of
Petitioner Companies No. 5, 6, 9, 10, 11 and 12. By
Order dated 27.09.2013, this Court dispensed with the
requirements of convening of meetings of the
shareholders of all Petitioner Companies and
Unsecured Creditors of Petitioner Companies No. 5, 6,
9, 10, 11 and 12. Further this Court further directed that
separate meetings of Unsecured Creditors of the
Transferor Company No. 1, 2, 3, 4, 7 and 8 shall be
held. In compliance of the said Order, the meetings
were held on 30 th November 2013. The Chairpersons
have filed their respective reports of the meetings
before this Court on 12.12.2013, whereby they have
stated that the proposed Scheme was unanimously
approved, without any modification. Since there are no
Secured Creditors in the Petitioner Companies,
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therefore the requirement for convening a separate
meeting did not arise.
8. The Petitioner Companies had thereafter filed the
present Petition seeking sanction of the Scheme. By
order dated 20 th December 2013, notice in the petition
was directed to be issued to the Registrar of Companies
and the Central Government as well as the Official
Liquidator. Citations were also directed to be published
in "The Statesman" (English) and "Veer Arjun"
(Hindi). An affidavit of service and publication has
been filed by the Petitioner Companies showing
compliance regarding service of the petition on the
Regional Director, Registrar of Companies and the
Official Liquidator and also regarding publication of
citations in the aforesaid. Copies of newspapers, in
original, containing the publication have been filed
along with the said affidavit.
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 9th September
2014, wherein he has stated that he has not received
any complaint against the proposed Scheme from any
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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,
Regional Director, Northern Region, Ministry of
Corporate Affairs, has filed his Affidavit/Report dated
12th August 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 Regional Director submits
that despite notice Income tax authorities has not raised
any objection with regard to the said scheme.
11. Further Regional Director in its Affidavit dated 12 th
August 2014 has raised an observation in paragraph 4
as under:-
"4. That the Deponent further craves leave to
submit that M/S DLF Universal Ltd.
(Transferee Company) vide its letter dated
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01.07.2014 has furnished the details of non-
CLU land held by the Transferor Companies
and the Transferee Company. The land for
which CLU has been granted by the
competent authority for development has
been excluded since the said land is subject
matter of Land & Ceiling limits. They have
also stated that the land held by the
Transferor Companies is situated in the
State of Punjab and there is no violation of
the Land ceiling provisions.
Further, the land held by the Transferee
Company is situated in the State of Haryana
and having licensed land in the urban areas
of Gurgaon and as per Notification dated
19.10.2011 issued by the Government of
Haryana confirming exclusion of urban /
licensed land from the purview of the
Ceiling limits."
12. In response to the aforesaid observations, Mr. Neeraj
Jain, authorized signatory of all the Petitioners
Companies in reply/undertaking affidavit dated 8 th
September 2014 has submitted as follows:-
"3. That in response to para no. 4 of affidavit of
Regional Director, it is respectfully
submitted that the land owned by the
Transferor Companies and the Transferee
Company are within the land Ceiling limits
and is not in violation the Urban Land (
Ceiling & Regulation ) Act, 1976. It is
further submitted that land situated in State
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of Punjab is within the stipulated limits, as
prescribed by the Punjab Land Reforms Act,
1972. It is further submitted that even post
amalgamation, the land owned by the
Transferor Companies and the Transferee
Company shall remain within the land
ceiling limits, as prescribed by the Urban
Land ( Ceiling & Regulation ) Act, 1976 and
the Punjab Land Reforms Act, 1972.
4. That the Petitioner Companies categorically
undertake that they have not violated any
provision of the Urban Land ( Ceiling &
Regulation ) Act, 1976 and the Punjab Land
Reforms Act, 1972 and shall remain bound
by the provisions of said acts."
13. Learned Counsel for the Petitioners has contended that
similar observations were also raised by learned
regional Director in CP No. 2 of 2013 filed by Non-
Petitioner Companies before the High Court of Punjab
& Haryana at Chandigarh. The High Court of Punjab &
Haryana vide its Order dated 2nd September 2014 has
accepted the explanation tendered by the authorized
signatories of the Transferee Company and has
sanctioned the said Scheme.
14. In view of the aforesaid clarifications given by the
Petitioners and the undertakings given to this court, the
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concerns raised by the learned Regional Director have
been duly addressed.
15. No objection has been received to the Scheme of
Amalgamation from any other party. Mr. A. P. Panday,
Authorized Signatory in the Petitioner Companies has
filed an Affidavit dated 24 th April 2014 confirming that
neither the Petitioner Companies nor their counsel has
received any objections pursuant to citations published
in the newspapers.
16. 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.
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17. 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.
18. 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.
19. Learned Counsel for the Petitioners states that the
Petitioner Companies (collectively) would voluntarily
deposit a sum of Rs.1,00,000/- in the Common Pool
fund of the Official Liquidator within three weeks from
today. The statement is accepted.
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20. The Petition is allowed in the above terms.
Order Dasti.
SANJEEV SACHDEVA, J
OCTOBER 27, 2014
sv
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