NCLT Chandigarh Sanctions Merger Of Eight DLF Group Companies Into Highvista Buildcon
The National Company Law Tribunal (NCLT) at Chandigarh has sanctioned a scheme of amalgamation under which eight DLF group companies will merge into Highvista Buildcon Private Limited and stand dissolved without undergoing winding up.
Post-merger, Highvista Buildcon will become a wholly owned subsidiary of DLF, one of India's leading real estate developers engaged in residential, commercial and retail projects across major cities.
The order was passed by a coram of Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh. Allowing the second motion petition, the tribunal observed:
“We are of the considered view that the proposed Scheme is bona fide and in the interest of the shareholders and creditors.”
The eight transferor companies, Adoncia Builders & Developers Pvt Ltd, Amandla Builders & Developers Pvt Ltd, Berit Builders & Developers Pvt Ltd, Invecon Pvt Ltd, Manini Real Estates Pvt Ltd, Murdock Builders & Developers Pvt Ltd, Prewitt Builders & Constructions Pvt Ltd and Uni International Pvt Ltd are engaged in real estate and investment related activities. The transferee company, Highvista Buildcon, is also part of the real estate sector.
The companies told the tribunal that the amalgamation would eliminate cross-holdings, simplify the group structure and achieve operational efficiencies under a consolidated entity.
The tribunal fixed April 1, 2024 as the appointed date for the merger, for the combination to take into effect.
Notices were issued to the Regional Director, Official Liquidator and the Income Tax Department. The official liquidator reported no objections.
The Income Tax Department reserved its right to examine tax implications and recover any future demands, while clarifying that approval of the scheme would not prejudice statutory proceedings.
Sanctioning the scheme, the tribunal directed that all assets, liabilities, employees and legal proceedings of the transferor companies shall vest in the transferee company.
For Petitioner: Senior Advocate U.K. Chaudhary with Advocates Manisha Chaudhary, Pulkit Goyal, Mansumyer Singh, Gurpreet Singh, Himanshi Choudhary
For OL: Advocate Edward Augustine
For Income Tax Dept: Varun Issar, Senior Standing Counsel