CP 314/2015

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IN THE HIGH COURT OF DELHI

COMPANY PETITION NO. 314/2015

Reserved on 9^th December, 2015

Date of pronouncement: 23^rd December, 2015

In the matter of

The Companies Act, 1956 & the Companies Act, 2013 (to the extent

applicable):

And

Petition under Section 391 & 394 of the

Companies Act, 1956

Scheme of Amalgamation of:

N.H.M. Marketing Private Limited

Petitioner/Transferor Company No. 1

Global World Power Projects Private Limited

Petitioner/Transferor Company No. 2

WITH

Lambodar Projects Private Limited

Petitioner/Transferee Company

Through

Mr.

Akhil

Sibal

with

Ms.Shraddha Deshmukh, Advocates

for the petitioners

Mr. Sanjay Bose, Dy. Registrar of

Companies for the Regional Director

Mr. Rajiv Bahl, Advocate for the

Official Liquidator

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

CP 314/2015

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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 9^th 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 20^th 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 13^th 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 8^th July, 2013. Thereafter, the company changed its name

to Lambodar Projects Private Limited and obtained the fresh certificate of

incorporation on 16^th September, 2013.

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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 31^st March, 2014, of the transferor and

transferee companies, along with the report of the auditors, have also

been filed.

CP 314/2015