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2025 Supreme(Online)(NCLT) 709
NATIONAL COMPANY LAW TRIBUNAL
Harnam Singh Thakur, Member (Judicial), Shishir Agarwal, Member(Technical)
HITACHI ASTEMO CHENNAI PRIVATE LIMITED – Appellant
Versus
HITACHI ASTEMO GURUGRAM POWERTRAIN SYSTEMS PRIVATE LTD – Respondent
Scheme of Amalgamation
For the Petitioner Companies:Mr. Gurcharan Singh, Advocate, Mr. Abhishek Nahta, PCS
For the RD/ ROC:Mr. Krishan Paul Dutt, Advocate
The court sanctioned the scheme of amalgamation under the Companies Act, confirming that all liabilities and legal proceedings of transferor companies will transfer to the transferee company.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Amalgamation - Joint Second Motion Petition filed for sanctioning the scheme of amalgamation of four transferor companies into one transferee company - Notices served to statutory authorities and responses received - No adverse observations from the Registrar of Companies or the Income Tax Department - Scheme sanctioned subject to compliance with various laws. (Paras 1-15)
(B) Amalgamation - Legal proceedings - All legal proceedings pending against transferor companies shall continue against the transferee company post-amalgamation - Transfer of liabilities and duties to the transferee company. (Paras 10, 12)
| Table of Content |
|---|
| 1. filing of joint second motion petition for amalgamation. (Para 1 , 2 , 3 , 4) |
| 2. compliance with statutory requirements and responses from authorities. (Para 5 , 6 , 7 , 8) |
| 3. sanction of amalgamation scheme under companies act. (Para 9) |
| 4. transfer of assets, liabilities, and continuation of legal proceedings. (Para 10 , 11 , 12 , 13 , 14 , 15) |
ORDER
This is a joint Second Motion Petition filed by the Petitioner Companies herein, Hitachi Astemo Chennai Private Limited (Petitioner No. 1/ Transferor Company No.1), Hitachi Astemo Rajasthan Brake Systems Private Limited (Petitioner No. 2/ Transferor Company No.2), Hitachi Astemo Haryana Private Limited (Petitioner No. 3/ Transferor Company No.3), Hitachi Astemo India Private Limited (Petitioner No. 4/ Transferor Company No.4) and Hitachi Astemo Gurugram Powertrain Systems Private Limited (Petitioner No. 5/ Transferee Company) under Section 230-232 of Companies Act, 2013 (the Act) and other applicable provisions of the Act read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules) for sanctioning the scheme of Amalgamation.
2. The Petitioner Companies have prayed for sanctioning of the Scheme of Amalgamation wherein the first four Petitioner Companies i.e. Transferor Companies are amalgamating into 5th Petitioner Company i.e. Transferee Company. The said Scheme is attached as Annexure - 3 to the petition.
3. The Petitioner Companies had filed first motion application bearing CA (CAA) No.59/Chd/Hry/2023 before this Tribunal for seeking directions for dispensing with the meetings of Shareholders, Secured and Unsecured Creditors of the Applicant Companies. Accordingly, the First motion application was disposed of vide order dated 09.02.2024, with directions to dispense with the meetings of Equity Shareholders, Secured and Unsecured Creditors of all the Applicant Companies for the reasons mentioned in the aforesaid order.
4. The main objects, date of incorporation, authorized and paid-up share capital, and the rationale of the Scheme had been discussed in detail in the order dated 09.02.2024.
5. In the second motion proceedings, certain directions were issued by this Tribunal vide order dated 18.03.2024 and an affidavit for the compliance of the order was filed by Diary No. 00628/1 dated 17.04.2024. The notice of hearing was published in “Business Standard” (English) and “Business Standard” (Hindi), both Delhi editions on 27.03.2024. The original copies of the newspapers are attached as Annexure E of the aforesaid affidavit. It has also stated in the affidavit that copies of notices were served upon the (a) the Central Government through Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi (b) Registrar of Companies (c) the Official Liquidator (d) Jurisdictional Income Tax Authorities. Copy of the notices along with original dispatch/acknowledgement receipt are attached as Annexure- A to D of the aforesaid affidavit.
6. In response to the above mentioned notices which have been sent to statutory authorities and they have furnished their replies as follows:-
6.1 Registrar of Companies (RoC)/Regional Director (RD)
6.1.1. The Regional Director (hereinafter referred to as “RD”) has filed its report along with the report of the Registrar of Companies (hereinafter referred to as “RoC”) vide Diary No 00628/4 dated 10.06.2024. The ROC in its report at Para 31 has made the following observations:
| Sr. No. | Observation of ROC/RD | Response by Petitioner Companies |
| 1 | In case of Transferor Companies and Transferee Company auditor has stated in the audit report for the FY 2022-23 that the company has not paid the certain statutory dues on account of dispute and the cases for the same are being pending before their respective authority. | The outstanding amounts stated in the audit report are on account of the statutory dues which are disputed by company and currently are pending before various forums. The same shall be paid in accordance with the di |
