IN THE HIGH COURT OF PUNJAB AND HARYANA AT CHANDIGARH Date of Decision : 08.07.2010 C.P.No.118 of 2009 DLF Housing and Construction Limited having its registered office at Shopping Mall, 3rd Floor, Arjun Marg, DLF City, Phase-1, Gurgaon – 122002 through its Director Shri Ankur Jain. …Transferor/Petitioner Company No.1 DLF Infra Holdings Limited having its registered office at 10th Floor, Gateway Tower, DLF City, Phase-III, Gurgaon, Haryana – 122002 through its Director Shri Rajib Kumar Routray. …Transferor/Petitioner Company No.2 DLF Land Limited having its registered office at Shopping Mall, 3rd Floor, Arjun Marg, DLF City, Phase-1, Gurgaon – 122002 through its Director Shri Ankur Jain. …Transferor/Petitioner Company No.3 With DLF Home Developers Limited having its registered office at DLF Centre, Sansad Marg, New Delhi – 110001. ...Transferee Company CORAM: HON'BLE MR. JUSTICE HEMANT GUPTA Present : Mr. V.M.Gupta, Advocate, for the petitioner. Mr. D.P.Ojha, Official Liquidator. HEMANT GUPTA, J. C.P.No.118 of 2009 M/s DLF Housing and Construction Limited, DLF Infra Holdings Limited and DLF Land Limited have filed the present petition under Section 391 to 394 of the Companies Act, 1956 for sanctioning the Scheme of Arrangement (Annexure P-7) appended with the petition. The Scheme of Arrangement is to amalgamate the real estate business of 13 Transferor Companies and demerge the non-SEZ business undertaking of DLF Commercial Developers Limited into one entity i.e. DLF Home Developers Limited having its registered office at DLF Centre, Sansad Marg, New Delhi. It is pointed out that the Scheme of Arrangement has been approved by the petitioner companies. The resolutions of Board of Directors have been appended with the petition as Annexures P-8 to P-10. The other entities part of the Scheme of Arrangement and Amalgamation are not subject to the jurisdiction of this Court. It is pointed out that approval of competent Court i.e. Delhi High Court has been separately sought. On 17.9.2009, this Court in C.P.No.107 of 2009 dispensed with the holding, conducting and convening of all the meetings of equity and preferential share holders of the petitioner, secured and unsecured creditors of the petitioner companies for the purpose of approval of the Scheme of Arrangement. The Scheme of Arrangement contemplates that it shall be subject to the approval of this Court in respect of all the companies, who registered office is within the jurisdiction of this Court and of Delhi High Court, in whose jurisdiction the remaining companies have their registered office. In this second motion petition, notice was issued to the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida, which was also ordered to be published in the daily newspapers i.e. The 2 C.P.No.118 of 2009 Indian Express (Chandigarh & Delhi editions); Punjab Kesari (Delhi edition) and the official Gazette of the Haryana Government. The said publication has been carried out and affidavit to this effect has been placed on record. Dr. Navrang Saini, Regional Director, Ministry of Corporate Affairs, Noida has filed his affidavit dated 08.03.2010. It has been stated that Central Government has no objection regarding proposed Scheme of Arrangement/Amalgamation and the case may be decided by this Hon’ble Court on merits, subject to outcome of Hon’ble Delhi High Court. The Official Liquidator has also filed his report dated 31.12.2009 after examining the books of accounts/records of the transferor companies from M/s Naresh K. Singla & Associates, Chartered Accountants. Chartered Accountant has concluded that nothing prejudicial to the interest of the share-holders and transferor companies and the public at large in the event of amalgamation and merger of these companies has been noticed. On the basis of said report, the Official Liquidator has concluded that affairs of the transferor companies have not been conducted in a manner prejudicial to the interest of its member or to public interest. The Scheme of Amalgamation (Annexure P-7) contemplates that all companies, who are parties to the Scheme of Amalgamation are directly or indirectly 100% controlled by DLF Ltd., a widely held public company. With a view to restructure the businesses of various subsidiary companies so as to reduce the entities into smaller manageable lots and to achieve synergies, economies of scale, focused management control, cost reduction, higher net worth resulting in increased borrowing powers etc., the Scheme of Arrangement is proposed amongst the respective companies. The transferor companies have further confirmed that there are no investigations or proceedings pending against the transferor or transferee 3 C.P.No.118 of 2009 companies under Sections 235 and 251 of the Companies Act and the Scheme of Amalgamation/Merger in no way runs contrary to the public policy nor it affects the interest of the share-holders, secured/unsecured creditors of the transferee/transferor companies and there is reservation from the Central Government and by the Official Liquidator. Therefore, the Scheme of Arrangement/Amalgamation (Annexure P-7) is approved subject to orders that may be passed by the Hon’ble Delhi High Court in respect of other transferee company. The transferor companies are dissolved without being wound up. The Scheme shall be binding on the petitioner companies, their respective share-holders, secured & un-secured creditors and all concerned. A certified copy of the order shall be filed with the Registrar of Companies within 14 days from the date of receipt of certified copy of this order, in Form No.41. A notice of the orders be published in the newspapers i.e. The Indian Express (Chandigarh & Delhi editions); Punjab Kesari (Delhi edition) and the official Gazette of the Haryana Government. Any person interested shall be at liberty to apply to the Court for any direction as per law. Disposed of accordingly. 08.07.2010 (HEMANT GUPTA) Vimal JUDGE 4