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2025 Supreme(Online)(NCLT) 1462
NATIONAL COMPANY LAW TRIBUNAL
HARNAM SINGH THAKUR, ASHISH VERMA, JJ
Aaralyn Builders & Developers Private Limited – Appellant
Versus
DLF Limited – Respondent
First Motion Application
For the Appellants/Petitioners: Dr. U.K Chaudhary, Mr. Pulkit Goyal, Ms. Manisha Chaudhary, Ms. Manisha Sharma, Mr. Mansumyer Singh
The court established that in a scheme of amalgamation involving wholly-owned subsidiaries, meetings of creditors and shareholders may be dispensed with if their interests are safeguarded.
Headnote:(A) Companies Act, 2013 - Sections 230-232 - Amalgamation Scheme - Joint 1st Motion Application seeking orders to dispense with meetings of equity shareholders, secured and unsecured creditors - All transferor companies direct/indirect wholly-owned subsidiaries of transferee company - Scheme approved by respective Board of Directors and deemed to be in the interest of all stakeholders with no creditors affected. (Paras 1, 88, 89)
(B) Powers of NCLT regarding dispensation of meetings - Dispensation is permissible when the scheme does not involve issuance of new shares and creditors’ interests are safeguarded - Reliance on precedents clarifying the non-requirement for meeting in cases of wholly owned subsidiaries. (Paras 88, 89)
| Table of Content |
|---|
| 1. introduction of amalgamation scheme. (Para 1 , 2) |
| 2. factual background of companies involved. (Para 3) |
| 3. court’s directions on meeting dispensations. (Para 4 , 5 , 6 , 7 , 8) |
| 4. legality of the scheme regarding creditor rights. (Para 73 , 74) |
| 5. final directions and liberty granted. (Para 88 , 89) |
ORDER
1. This is a joint 1st Motion Application filed by the Applicant Companies comprising of 16 transferor companies namely Aaralyn Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No.1 or Transferor Company No. 1”), Afaaf Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 2 or Transferor Company No. 2”), Akina Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No.3 or Transferor Company No. 3”), Arlie Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 4 or Transferor Company No. 4”), Atherol Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 5 or Transferor Company No. 5”), Cadence Real Estates Private Limited (hereinafter referred to as the “Applicant Company No. 6 or Transferor Company No. 6”), Demarco Developers and Constructions Private Limited (hereinafter referred to as the “Applicant Company No. 7 or Transferor Company No. 7”), DLF Universal Limited (hereinafter referred to as the “Applicant Company No. 8 or Transferor Company No. 8”), Hoshi Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 9 or Transferor Company No. 9”), Jayanti Real Estate Developers Private Limited (hereinafter referred to as the “Applicant Company No. 10 or Transferor Company No. 10”), Mufallah Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 11 or Transferor Company No. 11”), Ophira Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 12 or Transferor Company No. 12”), Oriel Real Estates Private Limited (hereinafter referred to as the “Applicant Company No. 13 or Transferor Company No. 13”), Sagardutt Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 14 or Transferor Company No. 14”), Vamil Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 15 or Transferor Company No. 15”) and Verano Builders & Developers Private Limited (hereinafter referred to as the “Applicant Company No. 16 or Transferor Company No. 16”) with a transferee company DLF Limited (hereinafter referred to as the “Applicant Company No. 17 or Transferee Company) (hereinafter collectively referred to as the “Applicant Companies”) under the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred as the “Rules”) in respect of the Scheme of amalgamation between the Applicant Companies and their respective Shareholders and Creditors (hereinafter referred to as the “Scheme”) seeking Orders/directions to dispense with the convening of the meetings of the Equity Shareholders, secured and unsecured creditors of the Applicant Companies and dispense with the requirement of issue and publication of notice for the same and issue Notices to the Central Government; Registrar of Companies, NCT of Delhi and Haryana; Income Tax Department and Official Liquidator. A copy of the Scheme has been annexed as Annexure A-28 of the application.
2. The registered offices of the Applicant Companies are situated in the State of Haryana and, therefore, this Application is under the territorial jurisdiction of this Bench.
FACTS OF THE CASE
3. The Facts, as stated in the Application, are as below:
a. Aaralyn Builders & Developers Private Limited (“Applicant No. 1/ Transferor Company No. 1”) was incorporated as a Private Limited Company on 16.03.2006 under the pro
