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2025 Supreme(Online)(NCLT) 1775
NATIONAL COMPANY LAW TRIBUNAL
MANNI SANKARIAH SHANMUGA SUNDARAM, ATUL CHATURVEDI, JJ
ADMIRE HOLDINGS PRIVATE LIMITED – Appellant
Versus
UDHYAM MERCHANDISE PRIVATE LIMITED – Respondent
COMPANY APPLICATION (CAA) NO. 85 (ND)/2024 | COMPANY PETITION (CAA) NO. 86 (ND)/2024
For the Applicants: Adv. Amit Goel
For the Respondents: Mr. Sumit Kansal, Mr. Aryan Gupta
The court affirmed the legitimacy of the scheme of amalgamation ensuring compliance with statutory requirements and the interests of all stakeholders.
Headnote:(A) Companies Act, 2013 - Sections 230-232 - Scheme of Amalgamation - Joint petition filed by four companies for amalgamation and approval of shareholders and creditors was examined. The scheme proposed benefits include streamlined operations, economic control, and enhanced market capabilities. The Tribunal observed that statutory compliance has been affirmed and the interests of shareholders were duly considered. (Paras 1, 20, 21)
(B) The Tribunal confirmed the amalgamation will allow a larger entity to function seamlessly while ensuring compliance with legal provisions.
Facts of the case:
The petitioner companies filed for amalgamation, detailing authorized and paid-up capital. They outlined the anticipated benefits of merging their operations and stated that necessary statutory requirements and publications were followed.
Findings of Court:
The transfer of liabilities and rights was confirmed under sections 230 and 232 of the Companies Act, with the court sanctioning the scheme following no objections from regulatory authorities.
Issues: Compliance with the Companies Act regarding the amalgamation process and the merits of the scheme presented by the petitioners.
Ratio Decidendi: The court emphasized that the Tribunal does not interfere with shareholder decisions unless prejudicial to public interest, reaffirming the legitimacy of the approval process.
Result: Sanction granted for the Scheme under Section 230-232 of the Companies Act, 2013.
| Table of Content |
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| 1. amalgamation of multiple companies aimed at enhanced efficiency and market position. (Para 1 , 6) |
| 2. tribunal's role in sanctioning the amalgamation without interfering in corporate governance. (Para 14 , 19) |
ORDER
PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)
1. This is a second motion petition jointly filed by the petitioner companies herein namely M/s Admire Holdings Private Limited (hereinafter referred as Transferor Company No. 1/Petitioner Company No. 1), M/s Jai Bajrangbali Finance Private Limited (hereinafter referred as Transferor Company No. 2/Petitioner Company No. 2), M/s Sumangal Properties Private Limited (hereinafter referred as Transferor Company No. 3/Petitioner Company No. 3) with M/s Udhyam Merchandise Private Limited (hereinafter referred as Transferee Company/Petitioner Company No. 4) under sections 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 Amalgamation (hereinafter referred to as the “SCHEME”).
2. The Petitioner Company No. 1 i.e., M/s Admire Holdings Private Limited was incorporated on 12.06.1995, under the provisions of the Companies Act, 1956 bearing CIN: U74899DLl995PTC069658, having its registered office at H-108, Connaught Circus, Connaught Place, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 1/Petitioner Company No. 1 is Rs. 50,00,000/- divided into 5,00,00 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company No. 1 is Rs. 5,75,000 divided into 5,75,000 equity shares of Rs. 10/- each.
3. The Petitioner Company No. 2 i.e., M/s Jai Bajrangbali Finance Private Limited was incorporated on 23rd November, 1990, under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1990PTC04217, having its registered office at H-108, Connaught Circus, Connaught Place, New Delhi110001. The Authorized Share Capital of the Transferor Company No. 2/ Petitioner Company No. 2 is Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company No. 2 is Rs. 4,95,000/- divided into 49,500 equity shares of Rs. 10/- each.
4. The Petitioner Company No. 3 i.e., M/s Sumangal Properties Private Limited was incorporated on 4th April, 1986, under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1986PTC023823, having its registered office at H-108-B, Connaught Circus, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 3/ Petitioner Company No. 3 is Rs. 1,72,50,000/- divided into 17,25,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of Transferor Company No. 3 is Rs. 30,06,960/-divided into 3,00,696 equity shares of Rs. 10/- each.
5. The Petitioner Company No. 4 i.e., M/s Udhyam Merchandise Private Limited was incorporated on 25th January, 1995, under the provisions of the Companies Act, 1956 bearing CIN: U51109DL1995PTC213381, having its registered office at 108, Ansal Bhawan, 16, Kasturba Gandhi Marg, New Delhi110001. The Authorized Share Capital of the Transferee Company/ Petitioner Company No. 4 is Rs. 2,75,00,000/- divided into 27,50,000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up share capital of Transferee Company is Rs. 2,54,97,570/- divided into 25,49,757 Equity Shares of Rs. 10/- each.
6. The Petitioner Companies submit that the proposed scheme of Amalgamation of the Transferor Companies with the Transferee Company would have the following benefits:
i. The Scheme will result in formation of a larger Company enabling further growth and development of the businesses of the Companies. The Scheme will enable the undertakings and business of the Companies to obtain greater facilities possessed and enjoyed by one large Company compared to various small Companies for raising capital, securing
