NCLT Approves St. Patricks Realty 12-Company Amalgamation Scheme

Case Details

Case Name: CA (CAA) No. 10/Chd/Hry/2026 (First Motion)

Court/Authority: National Company Law Tribunal Chandigarh Bench (Court-II), Chandigarh

Date of Order: 22.05.2026

Judges: Shri Kaushalendra Kumar Singh, Hon'ble Member (Technical) and Shri Khetrabasi Biswal, Hon'ble Member (Judicial)

Legal Representation: Mr. Atul V Sood and Mr. Rohan Sood, Advocates for the Applicant Companies

Parties Involved

Petitioners/Applicant Companies:

Transferor Companies (12 companies):

1. Sweta Estates Private Limited (CIN: U74899HR1991PTC127349, PAN: AAACS0564Q)

2. Centralpark Estates Private Limited (CIN: U52010HR2003PTC137170, PAN: AACCC3322N)

3. MLT Real Estate Private Limited (CIN: U70109HR2017PTC117948, PAN: AAKCM9065G)

4. Sheela H Uberoi Estates Private Limited (CIN: U45500HR2021PTC117947, PAN: ABHCS1364E)

5. MLT Propmart Private Limited (CIN: U70100HR2017PTC117955, PAN: AAKCM9066F)

6. RSPJ Developers Private Limited (CIN: U45309HR2021PTC137139, PAN: AALCR4413Q)

7. RSPJ Estates Private Limited (CIN: U45202HR2021PTC137174, PAN: AALCR4419E)

8. Apoorva Promoters Private Limited (CIN: U70101HR2004PTC137398, PAN: AAECA8547K)

9. St. Dominic Estates Private Limited (CIN: U70200HR2011PTC137664, PAN: AAECC3764G)

10. St. Columbus Infrastructure Development Private Limited (CIN: U45200HR2008PTC037954, PAN: AAMCS1873N)

11. Gulab Farms Private Limited (CIN: U74899HR1993PTC137168, PAN: AAACG3777D)

12. Sweet-Peas Farms Private Limited (CIN: U74899HR1993PTC137138, PAN: AABCS7444N)

Transferee Company:

13. St. Patricks Realty Private Limited (CIN: U45200HR2008PTC037964, PAN: AAMCS1877J)

All companies have their registered office at: The Median, Central Park Resorts, Sohna Road, Sector-48, Gurgaon, Haryana-122018

Issues / Allegations / Violations

This is a first motion application filed under sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 seeking approval for a Scheme of Amalgamation between 12 transferor companies and St. Patricks Realty Private Limited (transferee company). The application seeks various dispensations from convening meetings of shareholders and creditors based on consent affidavits received.

Findings & Observations

The Tribunal observed that:

• The Scheme of Amalgamation has been approved by the respective Board of Directors of all Applicant Companies
• No investigations or proceedings under Sections 206 to 229 of the Companies Act, 2013 are pending against the Applicant Companies
• The Applicant Companies have filed certificates from statutory auditors certifying compliance with Accounting Standards under Section 133 of the Act
• All Applicant Companies are closely held unlisted Group Companies under common control engaged in real estate business
• The registered offices of all Applicant Companies are situated in Haryana, falling under the jurisdiction of this Bench

Penalties / Settlements / Directions

The Tribunal issued the following directions:

For Applicant Companies No. 2-12:

• Meetings of Equity Shareholders dispensed based on consent affidavits
• No meetings required for Preference Shareholders and Secured Creditors (none exist)
• Meetings of Unsecured Creditors dispensed based on consent affidavits from more than 90% of creditors

For Applicant Companies No. 1 and 13:

• Meetings of Equity Shareholders dispensed based on consent affidavits
• No meetings required for Preference Shareholders (none exist)
• Meetings of Secured Creditors and Unsecured Creditors to be convened since no consent affidavits received

Meeting Arrangements:

• Meetings to be convened through video conferencing or audio-visual means
• Advertisement to be published in Financial Express (English) and Jansatta (Hindi) Haryana Editions at least one month before meetings
• Notices in Form No. CAA 2 to be sent to creditors with outstanding balance > ₹50,000
• Mr. Krishna Dayana, Advocate appointed as Chairperson with fee of ₹1,50,000
• Mr. Rajeev Kumar Sanger, Company Secretary appointed as Scrutinizer with fee of ₹75,000
• Quorum to comply with Section 103 of Companies Act, 2013
• Proxy voting dispensed as per MCA Circular No. 14/2020

Corrective Actions & Future Obligations

• Applicant Companies must furnish copies of the Scheme free of charge within one day of any requisition
• Chairperson must file affidavit at least 7 days before meetings confirming compliance with notice directions
• Chairperson must report to Tribunal on meeting results in Form CAA-4 within 7 working days after meetings
• Publications must indicate time within which copies of Scheme will be made available free of charge
• Notices must include statement required under Section 102 of Companies Act, 2013

Final Ruling & Enforcement

The First Motion Application bearing CA(CAA)/10/Chd/Hry/2026 is allowed and disposed of with the aforesaid directions. The Applicant Companies are given liberty to file a Second Motion Petition after compliance with the directed procedures. The order copy is to be supplied to the learned Counsel who shall provide it to the Chairperson and Scrutinizer immediately.

Financial Details of Companies (as on 30.09.2025)

Sweta Estates Private Limited:

• Authorized Capital: ₹50,00,00,000 (5,00,00,000 equity shares of ₹10 each)
• Paid-up Capital: ₹73,18,500 (7,31,850 equity shares of ₹10 each)

Centralpark Estates Private Limited:

• Authorized Capital: ₹1,00,00,000 (10,00,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

MLT Real Estate Private Limited:

• Authorized Capital: ₹10,00,000 (1,00,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

Sheela H Uberoi Estates Private Limited:

• Authorized Capital: ₹5,00,000 (50,000 equity shares of ₹10 each)
• Paid-up Capital: ₹10,000 (1,000 equity shares of ₹10 each)

MLT Propmart Private Limited:

• Authorized Capital: ₹10,00,000 (1,00,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

RSPJ Developers Private Limited:

• Authorized Capital: ₹5,00,000 (50,000 equity shares of ₹10 each)
• Paid-up Capital: ₹2,000 (200 equity shares of ₹10 each)

RSPJ Estates Private Limited:

• Authorized Capital: ₹5,00,000 (50,000 equity shares of ₹10 each)
• Paid-up Capital: ₹2,000 (200 equity shares of ₹10 each)

Apoorva Promoters Private Limited:

• Authorized Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

St. Dominic Estates Private Limited:

• Authorized Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

St. Columbus Infrastructure Development Private Limited:

• Authorized Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

Gulab Farms Private Limited:

• Authorized Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,00,000 (10,000 equity shares of ₹10 each)

Sweet-Peas Farms Private Limited:

• Authorized Capital: ₹50,00,000 (5,00,000 equity shares of ₹10 each)
• Paid-up Capital: ₹25,00,000 (2,50,000 equity shares of ₹10 each)

St. Patricks Realty Private Limited:

• Authorized Capital: ₹2,00,00,000 (20,00,000 equity shares of ₹10 each)
• Paid-up Capital: ₹1,92,940 (19,294 equity shares of ₹10 each)