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2025 Supreme(Online)(NCLT) 2959
NATIONAL COMPANY LAW TRIBUNAL
Atul Chaturvedi, Manni Sankariah Shanmuga Sundaram, JJ
SSDN Marketing Private Limited – Appellant
Versus
Ultratech Services Private Limited – Respondent
Company Petition No. (CAA)-41(ND)/2023 | Company Application No. (CAA)-110(ND)/2022
For the Appellants/Petitioners: Mr. Siddhartha Banik, CS
For the Respondents: Mr. Sumit Kansal, Mr. Aryan Gupta
The Tribunal sanctioned the amalgamation scheme under Sections 230-232 of the Companies Act, 2013, emphasizing the scheme's benefits to shareholders and creditors without objections from regulatory authorities.
Headnote:(A) Companies Act, 2013 - Sections 230-232 - Scheme of amalgamation - Joint petition filed for sanction of amalgamation between Transferor and Transferee Companies - Tribunal found scheme beneficial for shareholders and creditors - No objections raised by authorities - Scheme sanctioned with appointed date set for 01.04.2025. (Paras 24, 25, 26)
(B) Corporate Governance - Tribunal's role - The Tribunal evaluates the scheme based on the approval of shareholders and creditors, and does not interfere with corporate decisions unless prejudicial to interests. (Paras 24(i), 24(ii))
Facts of the case:
Joint petition filed by two companies for sanctioning a scheme of amalgamation, highlighting the benefits of consolidation and operational efficiencies. The relationship between the companies is that of holding and subsidiary. (Paras 1, 4, 5)
Findings of Court:
The scheme is not prejudicial to the interests of shareholders and creditors and is beneficial for both companies. The appointed date for the scheme is set as 01.04.2025. (Paras 24(i), 25(i))
Issues: The main issues addressed were the approval of the scheme by shareholders and creditors and the absence of objections from regulatory authorities. (Paras 24, 25)
Ratio Decidendi: The Tribunal affirmed that it will not interfere with the corporate decisions approved by shareholders and creditors unless it is detrimental to their interests. (Paras 24(ii))
Result: Scheme of amalgamation sanctioned and petition disposed of.
| Table of Content |
|---|
| 1. filing of petition for amalgamation. (Para 1 , 2 , 3) |
| 2. benefits and purposes of the amalgamation. (Para 4 , 5) |
| 3. procedure and approvals for the scheme. (Para 6 , 7 , 8 , 9) |
| 4. valuation and exchange ratio for shares. (Para 12 , 13 , 14) |
| 5. response to observations by authorities. (Para 21) |
| 6. court's analysis and findings on the scheme. (Para 24) |
| 7. sanctioning the scheme with directions. (Para 25) |
| 8. conclusion and final order of amalgamation. (Para 26 , 27) |
ORDER
PER: ATUL CHATURVEDI, MEMBER (TECHNICAL)
1. The present Second Motion Petition has been filed jointly by SSDN Marketing Private Limited (Petitioner Company No.1/Transferor Company), and Ultratech Services Private Limited (Petitioner Company No. 2/Transferee Company) under Sections 230-232 of the Companies Act, 2013 (Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (Rules) for the Sanction of the proposed Scheme of Amalgamation between the Transferor Company and Transferee Company and their respective shareholders and creditors.
2. The Registered Office of the Transferor Company and the Transferee Company is situated in the NCT of Delhi and therefore, it is under the jurisdiction of the National Company Law Tribunal, New Delhi.
3. The brief description of the Petitioner Companies is as follows:
i. SSDN Marketing Private Limited (Transferor Company) is a Company incorporated under the provisions of the Companies Act, 1956 on 05/12/2011 in the state of Delhi, vide Registration No. 228317 and having CIN: U74900DL2011PTC228317 under the Registrar of Companies, Delhi. The Registered office of the Applicant is situated at Unit No 3, D-76, Lower Ground Floor, Malviya Nagar, New Delhi 110017.
The Authorized, Issued, Subscribe and Paid up Capital of the Transferor Company is as below:
The objects of the Transferor/Applicant Company-1 as set out in the Memorandum and Articles of Association are as under:
“(i) Business of consultancy in relation to sales and marketing of household items and consumer goods.
(ii) To act as consultants, management consultants knowledge based human resource consultants and provide advice, services, consultants in sales and marketing of household items, industrial product and consumer goods;
(iii) To carry on the business as traders, importers exporters, dealers, stockiest, distributors, commission agents, representative marketing agents, sales promotives, agencies, in all types in industrial and engineering goods & services;
(iv) To acts a marketing, liasoning agents and to engage in research in all problems relating to industrial and business management and distribution, marketing and selling agents, to collect prepare and distribute information and statistics relating to any type of business. and industries;
(v) To carry out the business opening a services shop or development of special purposes automation systems either through own or through outside agencies and undertake any advisory, technical, managerial consultancy or similar work;
(vi) To undertake marketing business of all types of other goods, services, and industrial machineries.”
ii. Ultratech Services Private Limited (Transferee Company), is a Company incorporated under the provisions of the Companies Act, 1956 on 25/07/1997 in the state of Delhi, vide Registration No. 087489 and having CIN: U51109DL1997PTC087489 under the Registrar of Companies, Delhi. The Registered office of the Applicant is situated at Unit No 3, D-76, Lower Ground Floor, Malviya Nagar, New Delhi 110017.
The Authorized, Issued, Subscribe and Paid up Capital of the Transferee Company is as below:
The main objects of the Transferee Company as set out in the Memorandum and Articles of Association are as under:
“(i) Business of consultancy in relation to sales and marketing of household items and consumer goods.
(ii) To act as consultants, management consultants knowledge based human resource consultants and provide advice, services, consultants in sales and marketing of household it
