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2025 Supreme(Online)(NCLT) 995
NATIONAL COMPANY LAW TRIBUNAL
SHRI JYOTI KUMAR TRIPATHI, SHRI RAVICHANDRAN RAMASAMY, JJ
AERO FASHION PRIVATE LIMITED – Appellant
Versus
ZIP INDUSTRIES PRIVATE LIMITED – Respondent
CA (CAA)/ 10 (CHE)/ 2025
For the Appellants/Petitioners: C. Prabhakar
For the Respondents:
The court upheld that unanimous consent from equity shareholders and creditors allows for the dispensation of meetings in a scheme of amalgamation under the Companies Act.
Headnote:(A) Companies Act, 2013 - Sections 230-232 - Scheme of Amalgamation - Joint application filed by multiple companies for amalgamation under the provisions of the Companies Act - The court dispensed with the requirement for meetings of equity shareholders and creditors where consent was obtained - The rationale for the scheme included simplification of management structure and maximization of shareholder value. (Paras 1, 9, 16)
(B) Court's Directions - The court directed the applicant companies to comply with statutory requirements for the amalgamation process, including the convening of meetings for unsecured creditors and compliance with publication requirements. (Paras 16, 17)
Facts of the case:
The application was filed by four companies seeking approval for a scheme of amalgamation, stating that all necessary consents had been obtained from equity shareholders and creditors, thus seeking to dispense with meetings.
Findings of Court:
The court found that the applicant companies met the statutory requirements for amalgamation and directed the filing of the application for the second motion.
Issues: The main issue was whether the consent of shareholders and creditors was sufficient to dispense with meetings for the amalgamation scheme.
Ratio Decidendi: The court established that when unanimous consent is obtained, the requirement for meetings can be dispensed with, ensuring compliance with statutory provisions.
Result: Application stands allowed.
| Table of Content |
|---|
| 1. details of applicant companies and their share capital. (Para 1 , 4 , 5 , 6 , 7 , 8) |
| 2. reliefs sought and rationale for amalgamation. (Para 2 , 9 , 10 , 12 , 13 , 14 , 15) |
| 3. court's observations on compliance and meeting procedures. (Para 3 , 11 , 16 , 17) |
| 4. final order allowing the application. (Para 18) |
ORDER
(Hearing through hybrid mode)
1. The present application have been filed jointly by the Applicant Companies, namely AERO FASHION PRIVATE LIMITED (hereinafter “1st Transferor Company) and FIRST TECHNOLOGIES (INDIA) PRIVATE LIMITED (hereinafter “2nd Transferor Company”) and SILICON (INDIA) PRIVATE LIMITED (hereinafter “3rd Transferor Company”) with ZIP INDUSTRIES PRIVATE LIMITED (hereinafter “Transferee Company”)under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Amalgamations and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies. The said Scheme is appended as “Annexure 25” in the application. In the Matter of Scheme of Amalgamation among
2. The Applicant Companies in this Application has sought for the following reliefs;
3. Affidavits in support of the present Application sworn for and on behalf of the Applicant Companies have been filed by authorized signatories, details of which are listed hereunder: -
i) Mr. Subrahmaniam Raman, on behalf of 1st Transferor Company as authorized signatory.
ii) Mr. Sriram Rajan, on behalf of the 2nd Transferor Company as authorized signatory.
iii) Mr. Sriram Rajan, on behalf of the 3rd Transferor Company as authorized signatory.
iv) Mr. Subrahmaniam Raman, on behalf of Transferee Company as authorized signatory.
4. It is submitted that the 1st Transferor Company is a Private Limited Company, incorporated under the provisions of Companies Act, 1956 on 02.07.1982 with name Aero Fashion Private Limited. The Share Capital of the Transferor Company as on 31.10.2024 is as follows:
| PARTICULARS | AMOUNT IN RS. |
| AUTHORISED SHARE CAPITAL 25,000 equity shares of Rs.100/- each | 25,00,000 |
In the Matter of Scheme of Amalgamation among
| ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 18,650 equity shares of Rs.100/- each | 18,65,000 |
MAIN OBJECTS OF THE 1ST TRANSFEROR COMPANY IN BRIEF
“4. The Applicant/First Transferor Company was incorporated for carrying on the business as set out in the main objects, inter alia, given below:
1. To carry on the business of the manufacturers, buyers, sellers, importers, exporters dealers designers and hirers in all kinds of Zip Sliding Fasteners.
2. To canyon the trades or business of manufactures dealers, including import, export, retail and wholesale, in all chemical and related products, plastics, petrochemicals, drugs, essences, acids, pharmaceutical, medicinal, chemical, industrial preparations and compounds oils, paints, pigments, varnishes, drug and dealers in proprietary articles of all kinds and of electrical, chemical, photographical, surgical and scientific apparatus and materials of any similar or allied business or as distinct or as separate business or in financing to any of these business;
3. To carry on the business of Crushers, processors Merchants, Exporters, Importers, sellers and Dealers, Agents Distributors, Job workers, suppliers of minerals of all description such as Barytes, Felspar, Redochre Yellow Ochre, Soap Stone, Gypsum, Bentonite, Coal, Animal Feed and bones.
4. To carry on the business of iron founders, mechanical engineers and manufacturer of agricultural implements and Other machinery, tool- makers, mill-wrights, machinists, iron and steel conveners, smiths, wood workers, builders, painters, metallurgists, gas-makers, and to buy, sell, manufacture, repair, convert, alter, let on hire, and deal in machinery, implements, rolling-stock and Hardware of all kinds.
5. To buy, sell and deal either as principals or as agents, wholesale or in retail relating to any plant, t
