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2016 Supreme(Del) 735
IN THE HIGH COURT OF DELHI AT NEW DELHI
SUDERSHAN KUMAR MISRA, J.
Estio Builders & Developers Private Limited – Appellant
Versus
Felicite Builders & Constructions Private Limited –Respondent
COMPANY PETITION NO. 597/2014
Decided On : 10-02-2016
Mr. Ravi Bassi, Advocate for the petitioners Mr. Sanjay Bose, Dy. Registrar of Companies for the Regional Director Mr. Rajiv Bahl, Advocate
The main legal point established in the judgment is the grant of sanction to the amended Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, and the direction for compliance with statutory requirements.
Headnote:
Companies Act - Amalgamation - Sections 391, 394 - Summary of Acts and Sections: The court granted sanction to the amended Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The Scheme provided for the dissolution of the transferor companies without undergoing the process of winding up upon the sanction becoming effective from the appointed date of Amalgamation.
Fact of the Case:
The joint petition was filed under Sections 391 & 394 of the Companies Act, 1956 seeking sanction of the amended Scheme of Amalgamation of multiple companies with a transferee company. The registered offices of the companies were situated in New Delhi.
Finding of the Court:
The court granted sanction to the amended Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, and directed the petitioner companies to comply with the statutory requirements in accordance with the law. The court also clarified that the order would not be construed as an order granting exemption from payment of stamp duty as payable in accordance with the law.
Issues: The issues involved the sanction of the amended Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956, and the compliance with statutory requirements.
Ratio Decidendi: The court considered the approval accorded by the equity shareholders and creditors of the petitioner companies, the affidavit filed by the Official Liquidator not raising any objection to the amended Scheme of Amalgamation, and the absence of any surviving objection by the Regional Director, Northern Region, as grounds for granting sanction to the amended Scheme of Amalgamation.
Final Decision: The petition was allowed, and the court granted sanction to the amended Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. The petitioner companies were directed to comply with the statutory requirements in accordance with the law. The court also clarified that the order would not be construed as an order granting exemption from payment of stamp duty as payable in accordance with the law.
SUDERSHAN KUMAR MISRA, J.
1. This joint petition has been filed under Sections 391 & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the amended Scheme of Amalgamation of Estio Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 1); Fadey Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 2); Farica Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 3); Gareth Builders & Constructions Private Limited (hereinafter referred to as the transferor company no. 4); Goodvalue Properties Private Limited (hereinafter referred to as the transferor company no. 5); Harinakshi Estates Developers Private Limited (hereinafter referred to as the transferor company no. 6); Kimothy Builders and Developers Private Limited (hereinafter referred to as the transferor company no. 7); Mayukhi Real Estates Private Limited (hereinafter referred to as the transferor company no. 8); Melisenda Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 9); Passion Builders and Developers Private Limited (hereinafter referred to as the transferor company no. 10); Purandar Estates Developers Private Limited (hereinafter referred to as the transferor company no. 11); Tusti Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 12); Vedavrata Builders & Constructions Private Limited (hereinafter referred to as the transferor company no. 13); Zenobia Builders & Developers Private Limited (hereinafter referred to as the transferor company no. 14); and Zubeda Real Estates Private Limited (hereinafter referred to as the transferor company no. 15) with Felicite Builders & Constructions Private Limited (hereinafter referred to as the transferee company).
2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this court.
3. The transferor company no. 1 was incorporated under the Companies Act, 1956 on 23rd January, 2007 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
4. The transferor company no. 2 was incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
5. The transferor company no. 3 was incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
6. The transferor company no. 4 was incorporated under the Companies Act, 1956 on 28th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
7. The transferor company no. 5 was incorporated under the Companies Act, 1956 on 27th April, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
8. The transferor company no. 6 was incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
9. The transferor company no. 7 was incorporated under the Companies Act, 1956 on 29th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
10. The transferor company no. 8 was incorporated under the Companies Act, 1956 on 29th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
11. The transferor company no. 9 was incorporated under the Companies Act, 1956 on 28th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
12. The transferor company no. 10 was incorporated under the Companies Act, 1956 on 27th May, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
13. The transferor company no. 11 was incorporated under the Companies Act, 1956 on 21st March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.
14. The transferor company no. 12 was incorporated under the Companies Act, 1956 on 10th March, 2006 with the Registrar
