20 * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 340/2011 IN THE MATTER OF DASHMESH PROMOTORS AND DEVELOPERSPRIVATE LIMITED Petitioners Through: Mr. Saurabh Kalia, Advocate for petitioners. Mr. Rajiv Bahi, Advocate for Official Liquidator. Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director, Northern Region. CORAM: HON'BLE MR. JUSTICE MANMOHAN fl n n r n % 20.12.2011 1. This second motion joint petition has been filed under Sections 391 and 394 of the Companies Act, 1956 (for short 'Act') seeking sanction of the Scheme of Arrangement (for short 'Scheme') of DASHMESH PROMOTORS AND DEVELOPERS PRIVATE LIMITED (hereinafter referred to as 'Demerged Company'), TI-IIREE C UNIVERSAL DEVELOPERS PRIVATE LIMITED (hereinafter referred to as 'Resulting Co. Pet.340 of2011 Pagelof9 Digitally Signed By:AMULYA Certify that the digital file and physical file have been compared and the digital data is as per the physical file and no page is missing. Signature Not Verified Company') and VISTAR CONSTRUCTIONS PRIVATE LIMITED (hereinafter referred to as 'Transferee Company') The registered office of the Demerged, Resulting and Transferee Companies are situated at New Delhi, within the jurisdiction of this Court. The authorized capital of the DemergedlPetitioner Company No. 1 is Rs.24,50,000/- (Rupees Twenty four lakhs fifty thousand only) divided into 2,45,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid up capital of Demerged Company is Rs.9,00,000/- (Rupees Nine lakhs only) divided into 90,000 Equity Shares of Rs.10/- each. The authorized capital of the Resulting Company is Rs.50,00,000I- (Rupees Fifty Lakhs only) divided into 5,00,000 Equity Shares of Rs.10/- each. The issued, subscribed and paid up capital of Resulting Company is is Rs.9,00,000/- (Rupees Nine lacs only) divided into 90,000 Equity Shares of Rs. 10/- each. The authorized capital of the Transferee Company is at present is Rs.4,90,00,000/- (Rupees Four crores Ninety lacs only) divided into 49,00,000 Equity Shares of Rs. 10/- each. The issued, subscribed and paid Co. Pet.340 of2011 Page 2 of 9 up capital of Transferee Company as at present is Rs. 4,89,83,900/- (Rupees Four crores eighty nine lakhs eighty three thousand nine hundred only) divided into 48,98,390 Equity Shares of.Rs. 10/- each. Copies 4 the Memorandum and Articles of Association of the Demerged, Resulting and Transferee Companies have been filed on record. The audited balance sheets, as on 31 " March, 2011 of the Demerged, Is Resulting and Transferee Companies along with the report of the auditors, have also been filed. A copy of the Scheme has been placed on record. All the Petitioner Companies are inter-alia engaged in the business of construction of residential and commercial buildings, developmental services and interior designing. Learned counsel for the Petitioner Companies submits that if the Scheme is allo'ved by this Court, it would enable the Transferee Company and Resulting company to carry on and conduct its business more efficiently and advantageously with better economies of scale, more productive and optimum utilisation of various resources, strengthen its financial position and ability to raise resources for conducting business, achieve synergies in Co. Pet.340 of2O] . Page3of9 business activities, further development and growth of the business and to eliminate unnecessary duplication of costs. 8. The ScheTe provides for the employees of the De-merged Company being absorbe4 in the respective Resulting Company and Transferee Company with continuity of service and on the same terms and conditions as applicable immediately prior to the tiansfer and without any break or interruption in service. 9.. Learned counsel for Petitioner Companies submits that no proceedings uider Sections 235 to 251 of the Act are pending against the Petitioner comjanies and specific averments to this effect have been made in Para 31 of the Petition. 10. This Curt vide its order dated 03 June, 2011 had allowed the first • motion being I Company Application (Main) No. 110 of 2011 and dispensed with the req9irement of convening meetings of the Equity Shareholders. Whereas separate meetings of Secured Creditors of Resulting Company and Transferee C 1ompany as well as of Un-secured Creditors of Petitioner Companies vere directed to be held. It is stated that the Scheme was Co. Pet.340 of2O]] . . . Page4of9 approved unanimously at the said meetings and reports of respective Chairpersons were filed in CA (M) No. 110/2011. Upon the present second motion petition being filed, vide order dated 16th August, 2011, this Court had issued notices to the Regional Director, Northern Region and the Official Liquidator attached to this Court. Citations were also directed to be published in the 'Indian Express' (English) and 5 'Jansatta' (Hindi) in terms of the Companies (Court) Rules, 1959. Affidavit has been filed on behalf of the Petitioner Companies for the publication of óitations in the above said newspapers on 1st October, 2011. The copies of he newspapers' clippings containing the publications have also been filed along with the affidavit. The affidavit also states that in pursuance to the publication carried out in the. newspapers, neither the' S Petitioner Companies nor their counsel has received any objection from any person to the Scheme for which sanction has been sought from this Court. The Official Liquidator in his report filed before this Court has confirmed that no complaints have been received against the proposed Scheme fromny personlparty interested in the Scheme in any manner. The Co. Pet.340 of2O] Page 5 of 9 Official Liquidator has also submitted that the affairs of the Petitioner Companies do not appear to have been cOnducted in a manner prejudicial to the interest of their members or to public interest as per the second proviso to Section 394(1) of the Act. 14. The Regional Director in its report filed with this Court has also confirmed the terms relating to the employees. The Regional Director has —10 not raised any objection to the Scheme proposed by the Petitioner Companies. However, in para 4, the Regional Director has stated that it, has been noticed in the Scheme that there is no Appointed Date. The Regional Director has mentioned about the letter dated 121h October, 2011 of the petitioner Companies, wherein it is provided that in terms of Clause 1.7 of the Scheme it is provided that the Scheme would come into effect from the "effective date", which may be deemed as the Appointed Date for all transactions specified in the Scheme. Learned counsel for the Petitioner Companies has drawn my attention to the affidavit of Regional Director and has stated that the same is only an observation. He has further drawn my attention to letter dated 12th October, 2011, where the same has been clearly provided. In view of the reply of the Petitioner Companies as well as their Co. Pet.340 of2Ol] Page 6 of 9 letter dated 121h October, 2011, Mr. K.S. Pradhan, Deputy Registrar of Companies appearing for Regional Director, Northern Region, candidly admits that the Objection of the Regional Director does rilot survive. Apart from the above, the Regional Director in para 5 of his affidavit has also stated that the Demerged Company vide its letter dated 12th October, 2011 has intimated that there are no charges proposed to be transferred from the Demerged Company to the Resulting Company. Learned counsel for the Petitioner Companies has drawn my attention to affidavit dated 1 1 9th December, 2011 wherein the Petitioner Companies have stated that they abide by that statement and undertakes that there are no charges proposed to be transferred from the Demerged Company to the Resulting Company. The said statement is also accepted. Upon perusal of the Scheme, this Court is of the opinion that the Scheme appears to be fair and reasonable. - In view of the approval accorded by the Shareholders and Creditors of the Petitioner. Companies; affidavit/report filed by the Regional Director, Northern RegiOn and Official Liquidator attached with this Court to the Co. Pet. 340 of 201 1 Page 7of9 proposed Scheme, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme under Sections 1 391 and 394 of the Act. The Petitioner Companies will comply with the statutory requirements in accordance with law. Certified copy of the ord9r be filed with the Registrar of Companies within thirty days from the date of receipt of the same. In terms of the provisions of Sections 391 and 394 of the Act, and in ternis of the Scheme, the properties, rights and powers of the Dernerged Company relating to the 'Construction Undertaking' be transferred to and vest in the Resulting Company without any further act pr deed. Similarly, in terms of the Scheme, all the liabilities and duties of. the Demerged Company relating to the 'Construction Undertaking' be transferred to the Resulting Company without any further act Or deed. Further, post demerger, the properties, rights and powers of the S remaining Demerged Company be transferred to and vest in the Transferee Company without any further act or deed. Similarly, in terms of the Scheme, all the liabilities and duties of the remaining Demerged Company be transferred to the Transferee Company without any further act or deed. Upon the Scheme coming into effect, the Dernerged Company shall stand dissolved without winding up. It is, however, êlarified that this order will Co. Pet.340 of2011 Page 8 of 9 not be construed as an order granting exemption from payment of stamp duty or any other charges, if payable in accordance with any law; or permissionlcompliance with any other requirement which may be specifically required under any law. Mr. Saurabh Kalia, learned counsel states that the Petitioner Companies would voluntarily deposit a sum of Rs.50,000/- with $ the Common Pool fund of the Official Liquidator within three weeks from today. The said statement is accepted. The Petition is allowed in the above terms. Order dasti. II ~j MANMOHAN,J DECEMBER 20 9 2011 is 0 '~' C-44 Co. Pet.340 of2011 Page 9 of 9 $20 * IN THE HIGH COURT OF DELHI AT NEW DELHI + CO.PET. 340/2011 IN THE MATTER OF: DASHMESH PROMOTERS & :Y DEVELOPERS PVT LTD. & ORS Petitioners Through Mr. Saurabh Kalia, Advocate for the petitioners. Mr. Rajiv Bahi, Advocate for Official Liquidator. Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director, Northern Region. CORAM: , HON'BLE MR. JUSTICE MANMOHAN ORDER % 28.03.2012 CO. APPL. NO.602/2012 The present application is filed on behalf of the petitioners with the following prayer: "a) Condone defect or lacuna in notice published for the meetings in the newspaper viz. 'Jansatta' (Hindi, Delhi Edition) on 17.062011. b) Pass such other and/or further order(s) as this Hon 'ble Court may deem fit and proper in the facts and circumstances of this present case." Issue notice. Mr. Rajiv Bahi, Advocate for the Official Liquidator and Mr. K.S. Pradhan, Deputy Registrar of Companies for Regional Director, CO.PET. 34012011 Page 1 of 2 Northern Region accept notice They have no objection to the present application being allowed. Keeping in view the aforesaid consent as well as the fact that individual notices had also been issued to the Secured and Unsecured Creditors by the Chairperson and at the second motion stage no objection has been receved despite publication of correct advertisements in the newspaper, the present application is allowed and the typographical error in the newspaper viz. 'Jansatta' (Hindi, Delhi Edition) on 17.06.20 1 1 is condoned. TheRegistry is directed to issue a formal order. MANMOIJAN, J. MARCH 289 2012 dk CO.PET. 34012011 Page 2 of 2