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In Re: Mhaya Buildcon Private Limited, DLF Buildcon Private Limited, DLF Telecom Limited, DLF Info City Developers (Chennai) Limited, DLF Universal Limited, DLF Home Developers Limited

2015 (8) TMI 334 - DELHI HIGH COURT

Scheme of Arrangement - Dispensing convening meetings of equity and preference shareholders, secured and unsecured creditors to consider and approve, proposed Scheme of Amalgamation under Sections 391 Companies Act, 1956 Held that:- board of directors of transferor companies no. 1, 2, 3, & 5 and transferee company in their separate meetings respectively unanimously approved proposed Scheme of Amalgamation Equity shareholders, secured creditors and unsecured creditors of transferor company no .....

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otra, Advocate For the Respondent: None ORDER SUDERSHAN KUMAR MISRA, J. 1. This joint application has been filed under Section 391 of the Companies Act, 1956 by the applicant/transferor companies no. 1 to 3 and the applicant/transferee company seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, preference shareholders, secured and unsecured creditors and for convening of separate meetings of the secured and unsecured creditors .....

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Universal Limited (hereinafter referred to as the transferor company no.5) and DLF Home Developers Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor companies no. 1 to 3 and the transferee company are situated at New Delhi, within the jurisdiction of this Court. However, the registered offices of the transferor companies no. 4 & 5 are situated at Gurgaon, outside the jurisdiction of this Court. Learned counsel for the applicants submitt .....

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the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of DLF Limitless Developers Private Limited. The company changed its name to DLF Buildcon Private Limited and obtained the fresh certificate of incorporation on 22nd August, 2014. 5. The transferor company no. 3 was originally incorporated under the Companies Act, 1956 on 10th March, 2006 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Camila Builders .....

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y was originally incorporated under the Companies Act, 1956 on 29th December, 1995 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Uppal Hotels Private Limited. The word Private was deleted from the name of the company w.e.f. 05.05.2000. The company changed its name to Uppal Hotels Limited and obtained the fresh certificate of incorporation on 19th October, 2001. The company again changed its name to DLF Home Developers Limited and obtained th .....

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₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 4,02,51,00,000/- divided into 40,25,10,000 equity shares of ₹ 10/- each. 9. The present authorized share capital of the transferor company no.3 is ₹ 12,00,00,000/- divided into 1,20,00,000 equity shares of ₹ 10/- each. The present issued, subscribed and paid-up share capital of the company is ₹ 11,15,00,000/- divided into 1,11,50,000 equity shares of ₹ 10/- each. 1 .....

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₹ 15,00,000/-; 9,90,00,000 preference shares of ₹ 100/- each aggregating to ₹ 9,90,00,00,000/-; and 15,000 6% non-cumulative redeemable preference shares of ₹ 100/- each aggregating to ₹ 15,00,000/-. The present issued, subscribed and paid-up share capital of the company is ₹ 9,26,65,38,390/- divided into 4,12,13,839 equity shares of ₹ 10/- each aggregating to ₹ 41,21,38,390/-; and 8,85,44,000 0.01% redeemable preference shares of ₹ 100/- ea .....

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mpanying affidavit. It has been submitted by the applicants that all the companies involved in the present scheme are directly/indirectly subsidiaries of DLF Limited, which is the ultimate holding/parent company. It has been further submitted that the present Scheme envisaged the amalgamation of the transferor companies no. 1 to 4 and demerger of the Real Estate Undertaking of the transferor company no. 5 into the transferee company. It is claimed that the proposed Scheme would enable the compan .....

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provides that the transferor company no. 1 is a wholly owned subsidiary of the transferee company and, therefore, upon the Scheme becoming effective, the entire share capital held by the transferee company and/or its nominee shall be extinguished and cancelled and no shares shall be issued by the transferee company. It has been further provided that the transferee company shall issue and allot equity shares to the shareholders of the transferor companies no. 2 & 3 in the following ratio: th .....

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er Section 206 to 229 of the Companies Act, 2013, to the extent applicable, are pending against the applicant companies. 15. The Board of Directors of the transferor companies no. 1, 2, 3 & 5 and the transferee company and the Board of Directors of the transferor company no. 4 in their separate meetings held on 31st March, 2015 and 27th March, 2015 respectively have unanimously approved the proposed Scheme of Arrangement. Copies of the Resolutions passed at the meetings of the Board of Direc .....

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and unsecured creditors of the transferor company no. 1 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. There is no secured creditor of the transferor company no. 1, as on 31st December, 2014. 17. The transferor company no. 2 has 07 equity shareholders. All the equity shareholders have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on .....

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shareholders and the only unsecured creditor have given their consents/no objections in writing to the proposed Scheme of Arrangement. Their consents/no objections have been placed on record. They have been examined and found in order. In view thereof, the requirement of convening the meetings of the equity shareholders and unsecured creditor of the transferor company no. 3 to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed wit .....

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uity shareholders and preference shareholders of the transferee company to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Arrangement is dispensed with. 20. The transferee company has 6 secured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the secured creditors of the transferee company shall be held o .....

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debt. 21. The transferee company has 9003 unsecured creditors and a direction is sought to convene and hold their meeting to seek their approval to the proposed Scheme of Arrangement. Considering the facts and circumstances aforesaid, the meeting of the unsecured creditors of the transferee company shall be held on 5th September, 2015 at 11:00 a.m. at Niryat Bhawan, Rao Tula Ram Marg, Opposite Army Hospital Research and Referral, New Delhi - 110057. Mr. Yogesh Jagia, Advocate, (Mobile No. 98100 .....

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