GITA MITTAL, J

1. By this judgment I propose to decide an application being CA No. 466/2008 filed by the Delhi Towers Ltd. The applicant is aggrieved by refusal of the authorities of the Government of NCT of Delhi to accept the scheme of amalgamation approved by this court in exercise of jurisdiction under section 394 of the Companies Act, 1956 without payment of stamp duty.

2. Factual narration

2.1 The essential facts, necessary for the adjudication are noticed hereafter. Fifteen transferor companies incorporated under the provisions of the Companies Act, 1956, engaged in the business of real estate, proposed to merge with the “Delhi Towers Limited”, also incorporated under the same statute (hereafter referred to as the transferee company/applicant). These transferor companies are stated to be hundred per cent subsidiaries of Delhi Towers Limited, the transferee company and were stated to be engaged in the same line of business.

2.2 In order to reap benefits from the integration of management activities ; reduction of overall administrative costs ; synergy of operations; improvement of business prospects and economies of scale with reduction of costs in the overall interest of business, these companies proposed a scheme of amalgamation whereby the undertakings of the transferor companies, would with effect from the transfer date, be transferred to and vest in the transferee company, pursuant to the provisions of section 394 of the Companies Act, 1956.

2.3 Delhi Towers Limited (the transferee company) and Suraj Construction & Estates Pvt. Ltd. and one of the 15 transferor companies, were registered at Delhi and having their registered offices at Delhi. Consequently, these sixteen companies had filed a Company Petition No.50/2003 under sections 391 and 394 of the Companies Act, 1951 seeking approval of a proposed scheme of merger of the transferor companies with the transferee company. The proposed scheme of amalgamation was approved by the court by an order passed on 19th March, 2003 after recording the statutory compliances.

2.4 The scheme of amalgamation is stated to have become effective on 28th March, 2003 on filing of the certified copy of the order with the Registrar of Companies, NCT of Delhi and Haryana. In terms of para 2.1 of the Scheme of Amalgamation, all the “undertakings” of Suraj Construction & Estates Pvt. Ltd. and other 14-the Transferor Company, without further act, deed or thing, stood transferred to and vested in or are deemed to be transferred or vested in the Transferee Company with effect from the Transfer Date/appointed date i.e. w.e.f. 15th November, 2002 and the estate and interest of the transferor companies stood deemed to have been merged/amalgamated with the Delhi Towers Ltd. Para 2.2 of the Scheme defines the term “undertakings(s) of the Transferor Companies” to include :

“(i) All the properties, movable or immoveable, real and personal, corporate and incorporeal, in possession, present and contingent of whatsoever nature and all rights, powers, licenses, quota rights, trade marks, cash and bank balances, benefits and privileges of the Transferor Companies as on the Transfer date.

(ii) All the liabilities, duties and obligations, including charges, liens and mortgages of the Transferor Companies as on the Transfer Date.”

1. 2.5 A prayer of the applicant for substituting a revised schedule relating to four of the transferor companies was granted on th March, 2008 whereby a correction of the order dated 26th March, 2003 was allowed and the corrected revised schedules were taken on record.

2.6 The applicant contends that upon the scheme becoming effective, it made an application to the Tehsildar, Vasant Vihar, Kapashera, New Delhi having jurisdiction over the properties of company, on 19th May, 2007 to effect mutation of the same in its records in favour of the transferee/applicant company. Despite repeated requests, the Tehsildar of the Government of NCT of Delhi has not effected the mutati