Delhi High Court
Dlf City Developers Private ... vs .............. on 26 September, 2014
$~50
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ Co. Appl. (M) No. 134/2014
IN THE MATTER OF
DLF CITY DEVELOPERS PRIVATE LIMITED AND ORS.
.....Applicants
Through: Mr.Ravi Bassi with Mr.
Sheel Kumar, Advocates
for the Applicants.
CORAM:
HON'BLE MR. JUSTICE SANJEEV SACHDEVA
ORDER
% 26.09.2014
SANJEEV SACHDEVA, J (ORAL)
CA No.2252/2014
This is an application filed by the applicant
seeking exemption from filing legible copies of a few
documents attached with the Balance Sheets of the
Companies.
Exemption allowed subject to just exceptions.
Co. Appl. (M) No. 134/2014
1. This is a first motion Application under Sections 391 to
394 of the Companies Act, 1956 ("Act") in connection
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with the Scheme of Amalgamation ("Scheme") ofof
DLF City Developers Private Limited(hereinafter
referred to as the Transferor Company No. 1), Macaria
Builders & Developers Private Limited(hereinafter
referred to as the Transferor Company No. 2), DLF
New Gurgaon Retain Developers Private
Limited(hereinafter referred to as the Transferor
Company No. 3), DT Real Estate Developers Private
Limited(hereinafter referred to as the Transferor
Company No. 4), Laman Real Estates Private
Limited(hereinafter referred to as the Transferor
Company No. 5), Melanctha Builders & Developers
Private Limited(hereinafter referred to as the
Transferor Company No. 6), Philana Builders &
Developers Private Limited(hereinafter referred to as
the Transferor Company No. 7)(hereinafter all
Companies collectively referred to as Transferor
Companies) with DLF Home DevelopersPan India
Consultants Private Limited (hereinafter referred to as
the Transferee Company) (hereinafter all Companies
collectively referred to as Applicant Companies). A
copy of the proposed Scheme has been enclosed along
with the Application.
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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 with regard to the date of incorporation of
Applicant Companies, their Authorized, Issued,
Subscribed and Paid up Capital have been set out in the
present application.
4. Copies of the Memorandum and Articles of
Association as well as the latest audited Annual
Accounts for the year ended 31st December 2012, 31 st
March 2013 and 31 st March 2014 of the Applicant
Companies have also been enclosed with the present
Application.
5. Learned Counsel for the Applicant Companies submits
that no proceeding under sections 235 to 251 of the Act
is pending against any of the Applicant Companies as
on the date of the present Application.
6. The proposed Scheme has been approved by the Board
of Directors of all the Applicant Companies. Copies of
the Board Resolutions have been filed along with the
present Application.
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7. The status of the Shareholders, Secured and Un-secured
Creditors of the Transferor and Transferee Companies
and consents obtained from themis apparent from the
chart given below:
Company No. of Consent No. of Consent No. of Consent
Share Given Secured Given Unsecured Given
holders Creditors Creditors
Transferor 7 All Nil N.A 202 Prayer to
Company convene
No. 1 meeting
Transferor 7 All Nil N.A 2 All
Company
Transferor 7 All Nil N.A 9 All
Company
Transferor 2 All Nil N.A 3 All
Company
Transferor 2 All Nil N.A 2 All
Company
Transferor 2 All Nil N.A 4 All
Company
Transferor 2 All Nil N.A 2 All
Company
Transferee 8 All 5 * 9279 Prayer to
Company convene
meeting
8. In view of the above, a prayer has been made for (a)
dispensation of the requirement of convening meetings
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of the Shareholders of Applicant Companies and Un-
secured creditors of Transferor Company No. 2 to 7
and (b) for convening meetings of the Un-secured
Creditors of Transferor Company No. 1 and the
Transferee Company.
9. Since there are no Secured Creditors of the Transferor
Companies, therefore the requirement of convening
meeting of Secured of the Transferor Companies does
not arise.
10. In view of the written consents/NOC obtained by the
all the Shareholders of the Applicant Companies, the
requirement of convening meetings of the Shareholders
of the Applicant Companiesare dispensed with.
11. In view of the written consents/NOCs given by all the
Un-secured creditors of Transferor Company No. 2 to
7, the requirement of convening meetings of Un-
secured Creditors of Transferor Company No. 2 to 7 is
dispensed with.
12. The Applicants have sought exemption from issuance
of individual notices to the Un-secured Creditors of the
Transferor Company No.1 and the Transferee
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Company. It is submitted that the bulk of the Un-
secured Creditors comprise customers of the Transferor
Company No.1 and the Transferee Company, who have
booked plot/properties constructed by them in their
various projects. It is submitted that the booking
amount/instalments paid by the customers are not loans
given to the Transferee Company and on completion of
the projects and handing over of the units the debt
would stand liquidated. It is further submitted that the
Scheme does not provide for any arrangement with the
said Un-secured Creditors and the amount invested by
the said unsecured creditors would be settled in full by
handing over of the respective units after construction.
13. The learned Counsel for the Applicants further submits
that the net worth of the amalgamated Company would
be more than the liabilities and credit worthiness of the
Company is not likely to be diluted on the Scheme of
Amalgamation being sanctioned.
14. Learned Counsel for the Applicants relies on the
decision in the case of DLF Estates (Delhi) Pvt. Ltd. &
Ors, in CO.PET. No. 104/2009 dated 22.05.2009. He
further relies on the decision in the case of Cachet Real
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Estates Pvt. Ltd. & Ors., CO.PET No. 154/2013 dated
23.10.2013 and prays that an exemption may be
granted for issuance of individual notices to the said
Un-secured Creditors.
15. In view of the law as laid down and as mentioned
hereinabove, the Applicants are exempted from sending
individual notices to the Un-secured Creditors.
16. The Applicants have prayed for exemption from
holding a meeting of the Secured Creditors of
Transferee Company. It is submitted that the
Applicants are in the process of obtaining the consent
of the Secured Creditors and undertake to place the
same on record as and when so directed by the Court.
17. It is directed that the consent letters of the Secured
Creditors of the Transferee Company shall be produced
before the Chairman and Co-Chairman at the time of
the meeting of the Un-secured Creditors of the
Transferee Company to be held as per the Schedule
given herein.
18. It is further clarified that in case the said consent is not
accompanied with the Board Resolution of the
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corporate entities that comprise the Secured Creditors,
individual notices shall be issued to the said Secured
Creditors at the time of moving of the second motion
calling for their objection, if any, to the Scheme.
19. Further, it is directed that the meeting of the Un-
secured Creditors of Transferor Company No. 1 shall
be held on 29 th November 2014 at 10:30 am at
JanakPuri Club, Plot No. 17, Culture Complex, District
Centre, Janakpuri, New Delhi - 110058, under the
supervision of this Court. Mr. Naveen Kumar Raheja,
Advocate, Cell No. 9810129691 is appointed as the
Chairperson and Mr. Vaibhav, Advocate, Cell No.
9650310194 is appointed as the Alternate Chairperson
for the meeting of Shareholders of the Transferor
Company. They would be paid a fee of Rs. 50,000/-
each. Mr. Anil Kumar Singh, Cell No. 9899460815 and
Mr. Sunil, Cell No. 8800609240, officials to this Court
shall provide secretarial assistance to the Chairperson
and the Alternate Chairperson. They shall be paid a fee
of Rs.10,000/- each for this purpose.
20. It is also directed that the meeting of the Un-secured
Creditors of Transferee Company shall be held on 29 th
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November 2014 at 12:30 pm at JanakPuri Club, Plot
No. 17, Culture Complex, District Centre, Janakpuri,
New Delhi - 110058, under the supervision of this
Court. Ms. Pratiti Rungta, Advocate, Cell No.
9999351927 is appointed as the Chairperson and Ms.
Nikita Surana, Company Secretary, Cell No.
9818260614 is appointed as the Alternate Chairperson
for the meeting of Shareholders of the Transferor
Company. They would be paid a fee of Rs. 50,000/-
each. Mr. Vikas Saddi, Cell No. 9999344314 and Mr.
Dileep Namrani, Cell No. 9013456923, officials to this
Court shall provide secretarial assistance to the
Chairperson and the Alternate Chairperson. They shall
be paid a fee of Rs.10,000/- each for this purpose.
21. The Applicant Companies are directed to publish
advance notices of the aforesaid proposed meetings in
„Business Standard‟ (English, Delhi Edition) and in
„Veer Arjun‟ (Hindi, Delhi Edition). The
advertisements shall be published minimum 21 days in
advance before the scheduled date of meetings.
22. Individual notice of the proposed meetings of Secured
Creditors and Unsecured Creditors of the Applicant
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Companies would be sent by ordinary post minimum
21 days in advance before the scheduled date of
meeting. The Chairperson will ensure that dispatch is
made under his/her supervision / or his authorized
representative.
23. The quorum of the Shareholders and Unsecured
Creditors of the Transferor Company and Transferee
Company is fixed as follows:
Company Unsecured Creditors
Transferor No. %
Company
No. 1 101 50% of value
Transferee 4640 50% of value
Company
24. It is also directed that if the Quorum is not present in
the meeting, the meeting would be adjourned for 30
minutes and thereafter, the persons present in the
meeting, would be treated as quorum.
25. Voting by proxy is permitted, provided that the proxy
in the prescribed form and duly signed by the person
entitled to attend and vote at the aforesaid meeting or
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by his authorized representative, is filed with the
Transferor Company at its registered office, not later
than 48 hours before the said meeting.
26. The Chairman/Alternate Chairman shall file their
reports within two weeks of the conclusion of the said
meeting.
27. The Application stand allowed in the aforesaid terms.
Order Dasti.
SANJEEV SACHDEVA, J
SEPTEMBER 26, 2014
st
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