IN THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI, COURT-III

COMPANY APPLICATION CA. (CAA) – 45(ND)/2024

(Under Section 230-232 and other applicable provisions of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations)

Rules, 2016)

IN THE MATTER OF SCHEME OF AMALGAMATION

BETWEEN

M/s. FYBROS MODULAR PRIVATE LIMITED

….. Applicant Company No.1/Transferor Company

AND

M/s. BALAR MARKETING PRIVATE LIMITED

….. Applicant Company No.2/Transferee Company

AND

THEIR RESPECTIVE CREDITORS AND SHAREHOLDERS

Order Pronounced On: 17.12.2024

CORAM:

SHRI BACHU VENKAT BALARAM DAS, HON’BLE MEMBER (JUDICIAL)

SHRI ATUL CHATURVEDI, HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Adv. Arun Saxena, Adv. Sanu Pastore and Adv. GC

Pandey

Court Commissioner : Mr. Ajitesh Kumar, Advocate

ORDER

PER: ATUL CHATURVEDI, MEMBER (TECHNICAL)

1. This is a 1st Motion Petition jointly filed by the Applicant Companies seeking

approval of this Tribunal about the Scheme of Amalgamation under Sections

230 and 232 of the Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 in respect of above Applicant Companies. It is represented that the registered office address of all the Applicant Companies is situated in New Delhi and therefore the subject matter of the said petition falls within the jurisdiction of this Tribunal. Ld. Counsel has given the brief description of the Applicant Companies, which are as follows:

a) Applicant Company No. 1/Transferor Company namely M/s. Fybros Modular Private Limited CIN: U31900DL2015PTC425720 was incorporated on 18.03.2015 under the provisions of the Companies Act, 2013 as a Private limited Company with the Registrar of Companies Delhi. The registered office of Applicant Company No. 1/Transferor Company is situated at Plot No. 166 Industrial Area Patparganj, New Delhi, 110092. The Authorized Share Capital of the Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs.

10 each. each. The present Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10 each.

b) Applicant Company No. 2/Transferee Company namely M/s. Balar Marketing Private Limited bearing CIN: U36102DL 1992PTC050686 was incorporated on 20.10.1992 under the provisions of the Companies Act, 1956 as a private limited Company with the Registrar of Companies, Delhi. The registered office of Applicant Company No. 2/Transferee Company is situated at 217, Functional Industrial Estate, Patparganj, Delhi 110092. The Authorized Share Capital of the Company is Rs. 11,60,00,000/- divided into

1,16,00,000 Equity Shares of Rs. 10/- (Rupees Ten) each. The present Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 8,51,82,790/- divided into 85,18,279 Equity Shares of Rs. 10/- (Rupees Ten) each.

2. The Affidavits in support of the present petition have been sworn by Mr.

Jayantilal Jain Sowalchand S/o Late Shri Sowal Chand, Director of Applicant Company No. 1/ Transferor Company and by Mr. Parasmal Jain, S/o Late Shri Sowal Chand Jain, Managing Director of Applicant Company No. 2/Transferee Company who have been duly authorized vide board resolutions of all the Applicant Companies. All the Affidavits are filed with the petition.

3. The Board of Directors of the Applicant No. 1/Transferor Company and the Board of Directors of the Applicant No.2/ Transferee Company in their separate meetings held on 25.09.2023 respectively have approved and adopted the Resolution to transfer and vest the Amalgamated Undertaking of the Applicant No. 1 Company/ Transferor Company into the Applicant No. 2/Transferee Company on a going concern basis in accordance with the terms of the Scheme of Amalgamation.

4. The Applicant Companies have filed its Memorandum and Articles of Association inter alia delineating their object clauses as well as the latest audited annual financial report for the year ended 31.03.2023. Copy of the provisional financial statements as on 15.09.2023