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2025 Supreme(Online)(NCLT) 38
NATIONAL COMPANY LAW TRIBUNAL
Shri Prabhat Kumar, Justice V.G. Bisht (Retd.), JJ
GOLDMEDAL ELECTRICALS PRIVATE LIMITED VS
C.A.(CAA) - 16/2025
For the Petitioner:KAMAL LAHOTY AND CO
The court approved the amalgamation of companies under the Companies Act, emphasizing the necessity of shareholder consent and creditor compliance while streamlining corporate structure and operations.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Scheme of Amalgamation - Amalgamation of Goldmedal Electro Private Limited and Sambhavnath PVC Pipe India Private Limited with Goldmedal Electricals Private Limited approved to achieve business synergies, reduce administrative costs, and streamline operations - The amalgamation is beneficial for maintaining a simple corporate structure and enhancing financial positions. (Paras 2-4)
(B) Consent of Shareholders - The equity shareholders of the Transferor Companies provided consent for the scheme, hence meetings were dispensed with as per the provisions of the Act. (Paras 10-12)
(C) Creditors - Majority of secured and unsecured creditors consented to the scheme, and their meetings were also dispensed with, ensuring compliance with statutory requirements. (Paras 14-17)
(D) Notice Requirement - The Tribunal directed the Applicant Companies to serve notice to relevant authorities, clarifying that non-response would imply no objection to the scheme. (Paras 18-19) (E) Compliance - The Applicant Companies are required to submit additional details regarding liabilities and pending cases as part of the compliance process. (Paras 20-21)
ORDER
1. Heard the learned Counsel for the Applicant Companies.
2. The present scheme is a Scheme of Amalgamation sought under Section 232 r/w Section 230 of the Companies Act, 2013 and other Applicable provisions of the Companies Act, 2013 amongst Goldmedal Electro Private Limited, (First Transferor Company); Sambhavnath Pvc Pipe India Private Limited, (Second Transferor Company) with Goldmedal Electricals Private Limited, (Transferee Company) and their respective shareholders.
3. The Board of Directors of Transferor Companies and the Transferee Companies at its respective Board Meetings held on 19th November, 2024 approved the Scheme. The appointed date of Scheme of Amalgamation is 1st April, 2025.
4. The Rationale for the Scheme as:
(i) Goldmedal Electro Private Limited, the First Transferor Company is a Wholly Owned Subsidiary of Goldmedal Electricals Private Limited. Sambhavnath PVC Pipe India Private Limited, the Second Transferor Company and Goldmedal Electricals Private Limited, the Transferee Company have the same set of shareholders holding the shares in the same proportion. All the three Companies are owned, promoted, managed and controlled by the same family group.
(ii) The Transferee Company is in the business of manufacturing and selling of electrical goods and appliances, the First Transferor Company was incorporated to carry on the business of electrical goods, appliances and PVC materials and the Second Transferor Company manufactures and sells PVC materials mainly to the Transferee Company. Since all the Companies are into similar line of business, the management of all the Companies have decided to merge the Transferor Companies with Transferee Company instead of maintaining and operating separate entities.
(iii) The amalgamation of both the Transferor Companies with the Transferee Company will result into achieving business and administrative synergies and reducing administrative costs and avoiding duplication of efforts.
(iv) With a view to maintain a simple corporate structure and eliminate duplicate corporate procedures, it is desirable to merge and amalgamate both the Transferor Companies with Transferee Company. The amalgamation of Transferor Companies into the Transferee Company shall facilitate consolidation of all the undertakings in order to enable effective management and unified control of operations. This would enable streamlining the activities and consequently reducing managerial overlaps by reducing the number of companies under the same management and thus lead to reduction in administration efforts.
(v) It would be advantageous to merge the activities and operations of both the Transferor Companies into a single company for leveraging financial and operational resources and reflecting stronger financial position and for the benefit of lesser compliance issues as the companies are engaged in similar business thereby reduction in statutory compliance cost of all the Petitioner Companies.
5. The Share Capital of the Applicant Company 1/First Transferor Company as on the 31st day of March, 2024 is as under:
| Particulars | Amount in (Rs.) |
| Authorised Capital | |
| 1,50,00,000 Equity Shares of Rs. 10/- each | 15,00,00,000 |
| Total | 15,00,00,000 |
| Issued, Subscribed and Paid-up | |
| 50,000 Equity Shares of Rs. 10/- each fully paid up | 5,00,000 |
| Total | 5,00,000 |
6. The Share Capital of the Applicant Company 2/ Second Transferor Company as on the 31st day of March, 2024 is as under
| Particulars | Amount in (Rs.) |
| Authorised Capital | |
| 20,00,000 equity shares of Rs.10/- each | 2,00,00,000 |
| Total | 2,00,00,000 |
| Issued, Subscribed and Paid-up | |
| 14,90,000 equity shares of Rs.10/- each | 1,49,00,000 |
| Total | 1,49,00,000 |
7. The Share Capital of the Applicant Company 3/ Transferee Company as on the 31st day of March, 2024 is as under:
| Particulars | Amount in (Rs.) |
| Authorised Capital | |
| 60,18,14,310 Equity Shares of Re. 1/- each | 60,18,14,310 |
| 13,18,569 Preference Shares of Rs. 10/- each | 1,31,85,690 |
| Total | 61,50,00,000 |
| Issued, Subscribed and Paid-up | |
| 25,27,83,960 Equity Shares of Re. 1/- each fully paid | |
