Delhi High Court
Hyacintia Real Estate Developers ... vs Dlf Real Estate Builders Limited on 4 November, 2016
IN THE HIGH COURT OF DELHI AT NEW DELHI
CO. APPL. (M) 156/2016
IN THE MATTER OF:
HYACINTIA REAL ESTATE DEVELOPERS PRIVATE LIMITED
... Applicant No.1 / Transferor Company No.1
AND
KAVICON PARTNERS LIMITED
...... Applicant No.2 / Transferor Company No.2
AND
SEABERI BUILDERS & DEVELOPERS PRIVATE LIMITED
...... Applicant No.3 / Transferor Company No.3
AND
SAHASTRAJIT BUILDERS & DEVELOPERS PRIVATE LIMITED
..........Applicant No. 4/ Transferor Company No.4
AND
THALIA INFRATECH PRIVATE LIMITED
....... Applicant No. 5/Transferor Company No.5
AND
TURAN INFRATECH PRIVATE LIMITED
.... Applicant No. 6/Transferor Company No.6
WITH
DLF REAL ESTATE BUILDERS LIMITED
...... Applicant No.7 / Transferee Company
CO.APPL.(M) 156/2016 Page 1 of 7
Through: Mr. Naveen Dahiya and Ms. Manisha
Chaudhary, Advocates for the Applicants
CORAM:
HON'BLE MR. JUSTICE SIDDHARTH MRIDUL
ORDER
04.11.2016
1. This is a first motion application filed jointly under Section 391 to 394 of
the Companies Act, 1956 in connection with the scheme of amalgamation of
Hyacintia Real Estate Developers Private Limited ( hereinafter referred to as the
Transferor Company No. 1), Kavicon Partners Limited (hereinafter referred to
as the Transferor Company No. 2), Seaberi Builders& Developers Private
Limited (hereinafter referred to as the Transferor Company No. 3), Sahastrajit
Builders& Developers Private Limited (hereinafter referred to as the
Transferor Company No. 4) Thalia Infratech Private Limited (hereinafter
referred to as the Transferor Company No. 5) and Turan Infratech Private
Limited (hereinafter referred to as the Transferor Company No. 6) into DLF
Real Estate Builders Limited (hereinafter referred to as the Transferee
Company).
2. The Transferor companies No. 1 to 6and the Transferee Company, will
hereinafter collectively be referred to as the Applicants.
3. The registered offices of the Applicants are situated within the National
Capital Territory of Delhi and are within the jurisdiction of this Court.
4. A copy of the proposed Scheme has been enclosed along with the
application and the same is on record. The rationale for the Scheme is that it
would result in reduction of corporate tiers, administrative costs, pooling of
resources, economies of scale and focused management control. The Scheme
would enable the consolidated entity to carry on the businesses more efficiently
and effectively.
5. The details with respect to the authorized, issued, subscribed and paid-up
share capital of the applicants has been set out in paragraph 4 of the scheme.
6. The Transferor Company No. 1 was incorporated under the provisions of
the Companies Act, 1956 as a private limited company vide Certificate of
Incorporated dated 02.04.2007, issued by the Registrar of Companies, NCT of
Delhi and Haryana.
7. The authorized share capital of the Transferor No.1 Company as on
31.03.2016 is Rs. 1,50,000/- divided into 15,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is Rs.
1,00,000/- divided into 10,000 equity shares of Rs.10/- each fully paid up.
8. The Transferor Company No.2 was incorporated under the provisions of
the Companies Act, 1956, as a public limited company vide Certificate of
Incorporation dated 11.09.2013,issuedby the Registrar of Companies, NCT of
Delhi and Haryana.
9. The authorized share capital of the Transferor Company No. 2 as on
31.03.2016is Rs.50,00,000/- divided into 500,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.50,00,000/- divided into 500,000equity shares of Rs.10/- each.
10. The Transferor Company No.3 was incorporated under the provisions of
the Companies Act, 1956, as a private limited company vide Certificate of
Incorporation dated 24.03.2006, issued by the Registrar of Companies, NCT of
Delhi and Haryana.
11. The authorized share capital of the Transferor Company No. 3 as on
31.03.2016is Rs.100,000/- divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is Rs.100,000/-
divided into 10,000equity shares of Rs.10/- each.
12. The Transferor Company No.4 was incorporated under the provisions of
the Companies Act, 1956, as a private limited company vide Certificate of
Incorporation dated 29.03.2006, issued by the Registrar of Companies, NCT of
Delhi and Haryana.
13. The authorized share capital of the Transferor Company No. 4 as on
31.03.2016 is Rs.100,000/- divided into 10,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is Rs.100,000/-
divided into 10,000equity shares of Rs.10/- each.
14. The Transferor Company No.5 was incorporated under the provisions of
the Companies Act, 1956, as a private limited company vide Certificate of
Incorporation dated 09.04.2007, issued by the Registrar of Companies, NCT of
Delhi and Haryana.
15. The authorized share capital of the Transferor Company No. 5 as on
31.03.2016 is Rs.50,00,000/- divided into 500,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.24,00,000/- divided into 240,000equity shares of Rs.10/- each.
16. The Transferor Company No.6 was incorporated under the provisions of
the Companies Act, 1956, as a private limited company vide Certificate of
Incorporation dated 09.04.2007, issued by the Registrar of Companies, NCT of
Delhi and Haryana.
17. The authorized share capital of the Transferor Company No. 6 as on
31.03.2016 is Rs.50,00,000/- divided into 500,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.24,00,000/- divided into 240,000equity shares of Rs.10/- each.
18. The Transferee Company was incorporated under the Companies Act,
1956, as a public limited company vide Certificate of Incorporation dated
04.09.2008, issued by the Registrar of Companies, NCT of Delhi & Haryana.
19. The authorized share capital of the Transferee Company as on 31.03.2016
is Rs. 55,00,000/- divided into 506,520Equity Shares of Rs 10/- each, 434810%
non-cumulative redeemable preference shares of Rs. 100/- each. The issued,
subscribed and paid-up share capital of the company is Rs. 54,34,810/- divided
into 500,001 Equity Shares of Rs 10/- each fully paid up, 4348 10% non-
cumulative redeemable preference shares of Rs. 100/- each fully paid up.
20. Copies of the Memorandum of Association and Articles of Association,
the latest audited annual accounts for the year ended 31st March 2016, of the
Applicants have been enclosed with the present Application.
21. Learned Counsel appearing on behalf for the Applicants submits that no
proceedings under sections 235 to 251 of the Act (or corresponding provisions
of the Companies Act, 2013) is pending against them as on the date of
institution of the present Application.
22. It has been averred on behalf of the Applicants that the scheme has been
approved by their respective Board of Directors (BOD). Copies of the BODs
resolution dated 22.08.2016 of the Applicants, whereby the scheme has been
approved are filed with the application.
23. The status of the Shareholders, Secured and Unsecured Creditors of the
Applicants and the consents obtained from them for the proposed Scheme has
been set out in a table forming part of the application which reads as herein
under:-
Company No. of Consent No. of Consent No. of Consent No. of Consent
Equity Given Preferen given Secured given Un- given
Share- ce Share- Creditors Secured
holders holders Creditor
s
Transferor 2 ALL NIL N.A NIL N.A 2 ALL
No.1
Transferor 7 ALL NIL N.A NIL N.A 1 ALL
No.2
Transferor 2 ALL NIL N.A NIL N.A 1 ALL
No.3
Transferor
No. 4 2 ALL NIL N.A NIL N.A 1 ALL
Transferor 3 ALL NIL N.A NIL N.A. 1 ALL
Transferor ALL ALL
No. 6 3 NIL N.A. NIL N.A. 4
Transferee ALL ALL
Company 7 1 ALL NIL N.A 5
24. A prayer has been sought, in the present application, for dispensing with
the requirement of convening the meetings of the Shareholders, Secured
&Unsecured Creditors of the Applicants.
25. The Applicants do not have any secured creditors. Therefore, the
requirement of convening the meetings of secured creditors of Applicants does
not arise.
26. In view of the written consents/NOC given by all the Shareholders of the
Applicants, which have been duly placed on record and are found to be in order,
the requirement of convening the meeting of Shareholders of the Applicants is
dispensed with.
27. In view of the written consents/NOC given by all the Unsecured
Creditors of the Applicants, which have been duly placed on record and are
found to be in order, the requirement of convening the meeting of the
Unsecured Creditors of the Applicants is dispensed with.
28. The Application stands allowed in the aforesaid terms and is disposed of
accordingly.
SIDDHARTH MRIDUL, J
NOVEMBER 04, 2016
dn/ra
