IN THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH

COURT-IV

Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromise, Arrangements ad Amalgamation) Rules, 2016 and other

applicable provisions thereof.

IN THE MATTER OF:

HARYANA ISPAT PRIVATE LIMITED

CIN: U27101DL2005PTC134366

Registered Office: Unit No. 515, DLF Tower A

Jasola District Centre, New Delhi-110025

…Transferor Company/Petitioner Company No. 1

And

STERLING TOOLS LIMITED

CIN: L29222DL1979PLC009668

Registered Office: Unit No. 515, DLF Tower A

Jasola District Centre, New Delhi-110025

…Transferee Company/Petitioner Company No. 2

And

Their Respective Shareholders and Creditors

(For the sake of brevity Petitioner Company No. 1 and Petitioner

Company No. 2 are hereinafter collectively referred to as “Petitioner

Companies”]

Order Delivered on: 27.03.2025

CORAM:

SHRI MANNI SANKARIAH SHANMUGA SUNDARAM,

HON’BLE MEMBER (JUDICIAL)

DR. SANJEEV RANJAN,

HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Mr. Lokesh Dhyani, Adv. & Mr. Yash, Adv.

For the OL : Mr. Kartikeya Asthana, Adv.

For the IT : Mr. Puneet Rai, SSC, Adv Ashvini Kr,

Adv Rishabh Nangia, Adv Nikhil Jain

For the RD : Mr. Sumit Kansal, Adv.

ORDER

PER: DR. SANJEEV RANJAN, MEMBER (TECHNICAL)

1. This is a second motion petition jointly filed by the petitioner companies herein namely M/s Haryana Ispat Private Limited (hereinafter referred Petitioner Company No. 1/Transferor Company) and M/s Sterling Tools Limited (hereinafter referred Petitioner Company No. 2/Transferee Company) under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) has been placed on record.

2. The Transferor Company/Petitioner Company No. 1 i.e., M/s Haryana Ispat Private Limited is a private limited company which was incorporated on 02.03.1971, under the provisions of the Companies Act, 1956 bearing CIN: U99999DL1971PTC005553, having its registered office at Unit No. 515, DLF Tower A Jasola District Centre, New Delhi-110025. The Authorized Share Capital of the Transferor Company/Petitioner Company No. 1 is Rs. 1,00,00,000/- divided into 10,00,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company/ Petitioner Company No. 1 is Rs. 10,00,000/- divided into 1,00,000 Equity Shares of Rs. 10/-

each.

3. The Transferee Company/ Petitioner Company No. 2 i.e., M/s Sterling Tools Limited is a public limited company which was incorporated on 07.06.1979, under the provisions of the Companies Act, 1956 bearing CIN: L29222DL l 979PLC009668, having its registered office at Unit No. 515, DLF Tower A Jasola District Centre, New Delhi-110025. The Authorized Share Capital of the Transferee Company/Petitioner Company No. 2 is Rs. 10,00,00,000/- divided into 5,00,00,000 Equity shares of Rs. 2/- each. The Issued, Subscribed and Paid-up Share Capital of Transferee Company/Petitioner Company No. 2 is Rs. 7,20,48,422/- divided into 3,60,24,211 Equity Shares of Rs. 2/- each. The equity shares of the Petitioner Company No. 2 are listed on National Stock Exchange of India Limited and BSE Limited.

4. The Petitioner Companies submits that in terms of clause 18, Transferor Company is a wholly owned subsidiary of the Transferee Company, accordingly, upon the Scheme becoming effective, all the equity shares as held by the Transferee Company in the Transferor Company either by itself or through its subsidiaries/nominees shall stand cancelled and extinguished. Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Company upon coming into effect of the Scheme.

5. The Petitioner Companies submit that the rationale for the scheme of amalgamation between the Transferor Company and the Transferee Company would have the following benefits: -

5.1 The Transferor Com