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2025 Supreme(Online)(NCLT) 2486
NATIONAL COMPANY LAW TRIBUNAL
MR. KHETRABASI BISWAL, MEMBER (JUDICIAL), MR. KAUSHALENDRA KUMAR SINGH, MEMBER (TECHNICAL)
KONGSBERG AUTOMOTIVE TECHNOLOGY CENTER INDIA PRIVATE LIMITED VS
Application under Sections 230 & 232 of the Companies Act, 2013, read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 | CP (CAA) No.38/CHD/HRY/2024
For the Petitioner:Mr. Shubham Gupta, Advocate
For Income Tax: Mr. Varun Issar, Senior Standing Counsel
For the RD/ROC: Mr. Vineet Khatri, Company Prosecutor
The court sanctioned the amalgamation scheme, confirming compliance with statutory provisions and addressing regulatory observations.
Headnote:(A) Companies Act, 2013 - Sections 230 & 232 - Joint Second Motion Petition for Scheme of Amalgamation of three companies - The Tribunal sanctioned the scheme after dispensation of meetings of shareholders and creditors, based on consent affidavits and compliance with necessary procedures; issues raised by regulatory authorities were adequately addressed. (Paras 1-14)
(B) Scheme of Amalgamation - The scheme is sanctioned as it is found to be bona fide, beneficial for shareholders, and creditors and no objections were raised after due compliance with statutory formalities - The transfer of assets, liabilities, and employees of the Transferor Companies to the Transferee Company was ordered. (Para 10)
Facts of the case:
Joint petition for amalgamation of three corporate entities was made as all stakeholders consented to the scheme. No objections were noted from regulatory authorities post due notice and compliance with procedural requirements.
Findings of Court:
The scheme was deemed beneficial and in the interest of all concerned; approval granted with conditions for compliance with various legal requirements.
Issues: The main issue was whether the proposed scheme is viable and in compliance with statutory requirements.
Ratio Decidendi: The court held the scheme satisfied provisions of the Companies Act and responded to all regulatory observations, affirming the need for thorough compliance with established corporate governance rules.
Result: The scheme of amalgamation is sanctioned.
| Table of Content |
|---|
| 1. joint motion for amalgamation sanctioned. (Para 1 , 2) |
| 2. regulatory compliance ensured. (Para 3 , 4 , 5 , 6) |
| 3. regulatory authorities' concerns addressed. (Para 7 , 8 , 9) |
| 4. scheme found in the interest of shareholders. (Para 10 , 14) |
ORDER
1.This is a Joint Second Motion Petition filed by Kongsberg Automotive Technology Center India Private Limited (hereinafter referred to as ‘Petitioner Company No. 1/ Transferor Company No. 1’), Kongsberg Automotive Driveline Systems (India) Private Limited (hereinafter referred to as ‘Petitioner Company No. 2/ Transferor Company No. 2’) and Kongsberg Automotive (India) Private Limited (hereinafter referred to as ‘Petitioner Company No. 3/ Transferee Company’) (hereinafter collectively referred to as ‘Petitioner Companies’) under Section 230 – 232 of the Companies Act, 2013 (hereinafter referred to as “Act”) read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (hereinafter collectively referred to as “Rules”), for seeking sanction of the Scheme of Amalgamation (hereinafter referred to as “Scheme”) between the Petitioner Companies and their respective shareholders.
2. The Petitioner Companies filed their first motion application bearing CA ( CA A) No. 22/CHD/HRY/2024 before this Tribunal for seeking directions for dispensing/ convening the meetings of the Equity Shareholders, Secured and Unsecured Creditors. This Tribunal vide Order dated 30.08.2024, dispensed the meetings of the Equity Shareholders, Preference Shareholders, Secured Creditors and Unsecured Creditors of all the Petitioner Companies with keeping in view the shareholding and ownership pattern and the fact that all the Equity Shareholders and Unsecured Creditors of the Petitioner Companies have consented to the proposed scheme of amalgamation by way of affidavit.
3. The main objectives, date of incorporation, authorized and paid-up share capital, and the Rationale of the Scheme had been discussed in detail in the first motion order dated 30.08.2024.
4. In the second motion proceedings, certain directions were issued by this Tribunal vide Order dated 20.09.2024, and an Affidavit vide Diary No. 02797/3 dated 10.12.2024 was filed in compliance with the above Order. The same was taken on record on 21.03.2025. The Petitioner Companies have made newspaper publications in "Financial Express" (English, Haryana and Maharashtra Edition), “Jansatta” (Hindi, Haryana Edition), and "Lokmat" (Marathi, Maharashtra Edition) on 25.10.2024. The copies of the newspapers have been annexed as Annexure A-2 of the aforesaid Affidavit. It is also stated in the aforesaid Affidavit that the Petitioner Companies have served notices to (i) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi (ii) Central Government through the Regional Director (Western Region) (iii), Registrar of Companies, Delhi and Haryana; (iv) Registrar of Companies, Maharashtra; (v) Official Liquidator (attached to Punjab and Haryana High Court); (vi) Official Liquidator (attached to Bombay High Court) (vii) Income Tax Department, through concerned Principal Chief Commissioner of Income Tax, where the Petitioner Companies are assessed at present as well as where the Transferor Company No. 1 was assessed just before the shifting its registered office on 07.02.2024 (viii) Reserve Bank of India and (ix) such other Sectoral Regulator(s) governing the business of the Petitioner Companies, if any.
4.1 The Petitioner Companies were also directed to file their audited financial statements as on 31.03.2024 and serve the notice to all the persons/ entities holding five percent or more of the liabilities. The copy of audited financial statements as on 31.03.2024 of Petitioner Company No. 1, Petitioner Company No. 2, and Petitioner Company No. 3 has been annexed as Annexure A-19, Annexure A-20, and Annexure A-21, respectively, of the aforesaid Affidavit. The Copies of original postal receip
