SUDERSHAN KUMAR MISRA, J.

1. This joint petition has been filed under Sections 391 & 394 of the Companies Act, 1956 by the petitioner companies seeking sanction of the Scheme of Amalgamation of N.H.M. Marketing Private Limited (hereinafter referred to as the transferor company No. 1) and Global World Power Projects Private Limited (hereinafter referred to as the transferor company No. 2) with Lambodar Projects Private Limited (hereinafter referred to as the transferee company).

2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this Court.

3. The transferor company no. 1 was incorporated under the Companies Act, 1956 on 9th October, 2001 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

4. The transferor company no. 2 was incorporated under the Companies Act, 1956 on 20th October, 2010 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi.

5. The transferee company was originally incorporated under the Companies Act, 1956 on 13th May, 2003 with the Registrar of Companies, Maharashtra at Mumbai under the name and style of Lambodar Sugars Private Limited. The company shifted its registered office from the State of Maharashtra to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi on 8th July, 2013. Thereafter, the company changed its name to Lambodar Projects Private Limited and obtained the fresh certificate of incorporation on 16th September, 2013.

6. The present authorized share capital of the transferor company no.1 is Rs.23,00,000/- divided into 2,30,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.21,00,000/- divided into 2,10,000 equity shares of Rs.10/- each.

7. The present authorized share capital of the transferor company no.2 is Rs.5,00,00,000/- divided into 50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the company is Rs.4,58,80,000/- divided into 45,88,000 equity shares of Rs.10/- each.

8. The present authorized share capital of the transferee company is Rs.15,07,00,000/- divided into 1,50,70,000 equity shares of Rs.10/- each. The issued share capital of the company is Rs.6,41,10,000/- divided into 64,11,000 equity shares of Rs.10/- each. The subscribed and paid-up share capital of the company is Rs.6,15,82,560/- divided into 61,58,256 equity shares of Rs.10/- each.

9. Copies of Memorandum and Articles of Association of the transferor and transferee companies have been filed on record. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, have also been filed.

10. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is submitted by the petitioners that it is proposed to downward integrate the business activities of the companies in one company to create a large unified entity thereby creating various areas of work facilities for the transferee company and enabling optimal utilization of resources and synergy of operations, thus, resulting in better profitability, increased fund mobilization capacity and downwards business integration. It is claimed that the proposed amalgamation will economize administrative costs of running three companies and will also achieve better administration, operations and management by consolidation, synchronization, synergisation, and restructuring and to have optimum and efficient utilization of capital, resources, assets and facilities. 11. So far as the share exchange ratio is concerned, the Scheme provides that, upon coming into effect of this Scheme, the transferee company shall issue and allot equity shares to the shareholders of the transferor companies in the following ratio:- “01 equity