BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

COURT NO. V, NEW DELHI

CA (CAA) No. - 80/(ND)/2025

IN THE MATTER OF SECTIONS 230-232 OF THE COMPANIES ACT, 2013

Sections 230-232 and other applicable provisions of the Companies Act, 2013 read

with Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.

IN THE MATTER OF SCHEME OF AMALGAMATION

OF

Mawana Foods Private Limited

Registered Office at: 5th Floor, Kirti Mahal, 19 Rajendra Place, Central

Delhi, New Delhi - 110008, India.

….. Transferor Company/ Applicant Company No. 1

AND

Mawana Sugars Limited

Registered Office at: 5th Floor, Kirti Mahal, 19 Rajendra Place, Central

Delhi, New Delhi - 1 10125, India

….. Transferee Company/ Applicant Company No. 2

Order Delivered On: 18.12.2025

CORAM:

SHRI MAHENDRA KHANDELWAL SMT. ANU JAGMOHAN SINGH

HON’BLE MEMBER (JUDICIAL) HON’BLE MEMBER (TECHNICAL)

PRESENT:

For the Applicant : Mr. Saheb Singh Chadha, Mr. Kaustubh Prakash,

Ms. Hita Sharma, Advs.

For the Respondent :

ORDER

1. This is a joint application filed by the applicant companies herein, Mawana Foods Private Limited (For Brevity “Transferor Company”), and Mawana Sugars Limited (for brevity “Transferee Company”) under Section 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 Arrangement in the nature of amalgamation (hereinafter referred to as the “SCHEME”) proposed between the applicants.

2. The Transferor Company/Applicant Company No. 1, Mawana Foods Private Limited (CIN U74899DL2006PTC144412) was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 3rd January 2006 with Registrar of Companies, NCT of Delhi & Haryana. The registered office of the company is 5th Floor, Kirti Mahal, 19 Rajendra Place, Central Delhi, New Delhi - 110008, India. The Authorized Share Capital & issued, subscribed and paid-up share capital of the Transferor Company is stated at Page no. 31 of the Application. The Transferor Company, vide their meeting of the Board of Directors held on 12th August 2025 have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record. It was also represented that the registered office of the Transferor Company/Applicant Company No. 1 is under the domain of Registrar of Companies, NCT of New Delhi &

Haryana and therefore within the territorial jurisdiction of this Tribunal.

3. The Transferee Company, Mawana Sugars Limited (CIN L74100DL1961PLC0034

13) was incorporated under the provisions of the Companies Act, 1956, as a public company vide Certificate of Incorporation dated 27th March 1961 with the Registrar of Companies, NCT of Delhi & Haryana having its registered office at 5th Floor, Kirti Mahal, 19 Rajendra Place, Central Delhi, New Delhi - 110008, India. The Authorized Share Capital & issued, subscribed and paid-up share capital of the Transferee Company is stated at Page no. 33 of the Application. The Transferee Company, vide their meeting of the Board of Directors held on 2nd August 2025 have unanimously approved the proposed Scheme of Amalgamation as contemplated above. Copies of said resolutions passed in the said board meetings have been placed on record.. It was also represented that the registered office of the Transferee Company is under the domain of Registrar of Companies, NCT of New Delhi & Haryana and therefore within the territorial jurisdiction of this Tribunal.

4. The Transferor Company as well as the Transferee Company have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses, as well as their last Audited Annual Accounts for the Financial Year

31.03.2025.

5. It has been stated that the Transferor Company has two Equity Shareholders.

Certificate of Chartered Accountant certifying list of shareholders i