DLF : Scheme of Arrangement

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THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH, CHANDIGARH

(through web-based video conferencing platform)

CP (CAA) No.14/Chd/Hry/2020

(2ND Motion)

Under Sections 230-232 of the

Companies Act, 2013

In the matter of Scheme of Arrangement of:

DLF Phase-IVCommercial Developers Limited having its registered office at

2nd floor, DLF Gateway Tower, R-Block, DLF City, Phase III, Gurugram-122002 (PAN: AABCD8499G)

CIN: U45201HR2002PLC075613

….Petitioner Company No.1/Transferor Company No.1

DLF Real Estate Builders Limited having its registered office at

2nd floor, DLF Gateway Tower, R-Block, DLF City, Phase III, Gurugram-122002 (PAN: AACCD9979L)

CIN: U70200HR2008PLC075593

….Petitioner Company No.2/Transferor Company No.2

DLF Residential Builders Limited having its registered office at

2nd floor, DLF Gateway Tower, R-Block, DLF City, Phase III, Gurugram-122002 (PAN: AACCD9575E)

CIN: U45200HR2008PLC075592

….Petitioner Company No.3/Transferor Company No.3

DLF Utilities Limited having its registered office at

3rd Floor, Shopping Mall, Arjun Marg, Phase-I, DLF City,

Gurugram, Haryana-122002 (PAN: AACN3199A)

CIN: U01300HR1989PLC030646

…..Petitioner Company No.4/Demerged Company

AND

DLF Limited

having its registered office at

3rd Floor, Shopping Mall, Arjun Marg, Phase-I, DLF City,

Gurugram, Haryana-122002 (PAN: AACD3494N)

CIN: L70101HR1963PLC002484

….Petitioner Company No.5/Transferee Company

CP (CAA) No.14/Chd/Hry/2020 (2ND Motion)

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Judgement delivered on: 02.02.2022

Coram: HON'BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL)

HON'BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

Present through Video Conferencing: -

For the Petitioner Companies:	1)	Dr. U.K. Chaudhary, Senior Advocate
	2)	Mr. Praveen Gupta, Advocate
For Income Tax Department:	1)	Mr. Yogesh Putney, Advocate Senior
		Standing Counsel

Per: Subrata Kumar Dash, Member (Technical)

JUDGEMENT

This is a joint Second Motion Petition filed by the Petitioner Companies namely; DLF Phase-IV Commercial Developers Limited (Transferor Company No.1), DLF Real Estate Builders Limited (Transferor Company No.2), DLF Residential Builders Limited (Transferor Company No.3), DLF Utilities Limited, (Demerged Company) and DLF Limited (Transferee Company) for the sanction of Scheme of Arrangement (for brevity 'Scheme') under Sections 230-232 of the Companies Act, 2013 (for short to be referred hereinafter as the 'Act') in terms of Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, 'Rules').

2. The Petitioner Companies filed First Motion Application bearing CA(CAA) No.39/Chd/Hry/2018 seeking directions for dispensing with the meetings of Equity shareholders, Secured and Unsecured Creditors of all the Applicant Companies, of Preference Shareholders of Applicant Company No.2, of Secured Debenture Holders and Compulsorily Convertible Debenture Holders of Applicant Company No.5.

CP (CAA) No.14/Chd/Hry/2020 (2ND Motion)

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1. The First motion application was disposed of vide order dated 07.06.2019, with directions to dispense with the meetings of shareholder and secured creditors of the Applicant Company No.1 to 4, of unsecured creditors of Applicant Company No.1 to 3 and to convene the meetings of equity shareholders, secured creditors and unsecured creditors of the Applicant Company No.5 and of unsecured creditors of Applicant Company No.4. Thereafter, the applicant companies have approached NCLAT seeking dispensation of Meetings in Applicant Companies and in terms of the order dated 19.08.2019 passed by the Hon'ble NCLAT, the Applicant Companies filed CA No.741 of 2019 praying for the passing of necessary orders. Further vide order dated 21.11.2019, the meetings of Unsecured Creditors of Applicant Company No.4 and Equity Shareholders, Secured and Unsecured Creditors of Applicant Company No.5 are also dispensed with certain other directions. Their meetings were being dispensed with subject to strict compliance with the conditions laid down in the said order. In compliance of order dated 21.11.2019, the Applicant Company No. 4 & 5 have filed compliance affidavit vide Diary No

1. Dated 20.01.2020.

1. The main object, date of incorporation, authorized and paid-up share capital and the rationale of the Scheme have been discussed in detail in the order dated 07.06.2019.
2. In the second motion petition proceedings, certain directions were issued by this Tribunal vide order dated 18.09.2020 and the same were complied by an affidavit of compliance filed vide diary No.00814/1 Dated 09.11.2020. The petitioner companies have made newspaper publications in "Financial Express" (English) and "Jansatta" (Hindi) both Delhi/NCR Edition on 20.10.2020 and the

CP (CAA) No.14/Chd/Hry/2020 (2ND Motion)

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original copies of the newspapers were attached as Annexure-A1 to the aforesaid affidavit. It was also stated in the affidavit filed vide Diary No.00814/1 dt.09.11.2020 that copies of notices were served upon the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, Registrar of Companies, N.C.T. of Delhi and Haryana, Official Liquidator attached to High Court of Punjab and Haryana, Income Tax Department, through Nodal Officer-Principal Chief Commissioner of Income Tax Aaykar Bhawan, Sector-17E, Chandigarh, Bombay Stock Exchange Limited (B.S.E.), National Stock Exchange of India Limited (NSE), Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) and The Directorate of Town and Country Planning, Haryana for the Petitioner Company No.5/Transferee Company. Copies of the covering letter showing duly receipt of notices along with speed post have been attached as Annexure-A2 of the affidavit.

1. It has also been deposed in the aforesaid affidavit that pursuant to publications made on 20.10.2020 neither the petitioner companies nor their counsel received any objections relating to the present Scheme from any stakeholders on the general public at large, till date.
2. In response to the abovementioned notices, the statutory authorities have furnished their replies.
   7.1 Registrar of Companies(RoC)/Regional Director

The Registrar of Companies (RoC) has filed its report along with the report of the Regional Director (RD) by diary No.00814/3 dated 07.01.2021 before this Tribunal and has stated that paragraph 7 of Section F speaks about the accounting treatment of the assets and liabilities of the Demerged Company (Petitioner Company No.4 to the

CP (CAA) No.14/Chd/Hry/2020 (2ND Motion)