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2025 Supreme(Online)(NCLT) 2963
NATIONAL COMPANY LAW TRIBUNAL
Nandish Enterprises Private Limited VS
C.P.(CAA) - 67/2023
For the Petitioner:Abhishek Nahta
The Tribunal sanctioned the amalgamation scheme under Sections 230 to 232 of the Companies Act, affirming it served the public interest and complied with necessary legal requirements.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of amalgamation of several companies filed jointly - The transferor companies engaged in garment trade sought amalgamation with a transferee company to achieve operational efficiencies - The Tribunal found the scheme in the interest of all parties, following necessary compliance - No objections raised from regulatory authorities; order originally sanctioned subject to compliance with statutory requirements. (Para 27).
(B) Corporate decisions - Tribunal's role - The tribunal will not interfere with the commercial decisions of the companies unless clear evidence of detriment to the interests of the shareholders or public is present - Decisions of shareholders are privileged unless shown otherwise. (Para 25).
Facts of the case:
A second motion petition was filed for the amalgamation of multiple transferor companies into a transferee company, all engaged in garment trade, primarily affected by COVID-19. The Board accepted the merger to improve financial stability and operational synergy, and adequate notices were provided to regulatory authorities, receiving no objections.
Findings of Court:
The scheme was found beneficial and compliant with statutory regulations, and approval was granted subject to the company fulfilling future regulatory obligations.
Issues: The main issues included compliance with the Companies Act regarding amalgamation and whether the transferor companies were considered dormant under section 455 due to inactivity.
Ratio Decidendi: The Tribunal held that the amalgamation scheme met the statutory provisions of the Companies Act and addressed concerns raised by regulatory bodies, thus sanctioning the scheme with directions for compliance.
Result: The petition stands allowed on the above terms.
| Table of Content |
|---|
| 1. facts regarding companies involved in amalgamation. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8) |
| 2. administrative proceedings and compliance acknowledgments. (Para 10 , 11 , 12 , 14 , 15 , 16) |
| 3. tax compliance and responsibilities in the merger. (Para 21 , 22 , 23 , 24) |
| 4. tribunal's reasoning on company decisions and statutory compliance. (Para 25 , 27 , 28) |
| 5. final sanction of the merger scheme. (Para 31 , 32) |
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 Nirjara Enterprise Limited (hereinafter referred to Transferor Company No. 1/Petitioner Company No. 1), M/s Sreshtha Apparels Limited (hereinafter referred to as hereinafter referred to Transferor Company No. 2/Petitioner Company No. 2), M/s Ananda Clothing Limited (hereinafter referred to as Transferor Company No. 3/ Petitioner Company No. 3), M/s Chandranshu Marketing Limited (hereinafter referred to as Transferor Company No. 4/ Petitioner Company No. 4), M/s Chronos International Limited (hereinafter referred to as Transferor Company No. 5/Petitioner Company No. 5), M/s Nandish Enterprises Private Limited (hereinafter referred to as Transferee Company/Petitioner Company No. 6) 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 2 CP NO. (CAA) 67 (ND)/ 2023 (hereinafter referred to as the “SCHEME”) proposed between the petitioners.
2. The Transferor Company No. 1/Petitioner Company No. 1 i.e., M/s Nirjara Enterprise Limited is a public limited company which was incorporated on 16th February, 2016, under the provisions of the Companies Act, 2013 bearing CIN: U17120DL2016PLC291193, having its registered office at 905, Ninth Floor, New Delhi House, Plot Number 27, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 1/Petitioner Company No. 1 is Rs. 7,50,000/- divided into 75,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid- up Share Capital is Rs. 7,50,000/- divided into 75,000 Equity Shares of Rs. 10/- each.
3. The Transferor Company No. 2/Petitioner Company No. 2 i.e., M/s Sreshtha Apparels Limited is a public limited company which was incorporated on 16th February, 2016, under the provisions of the Companies Act, 2013 bearing CIN: U17291DL2016PLC291196, having its registered office at 905, Ninth Floor, New Delhi House, Plot Number 27, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 2/Petitioner Company No. 2 is Rs. 7,50,000/- divided into 75,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital is Rs. 7,50,000/- divided into 75,000 Equity Shares of Rs. 10/- each.
4. The Transferor Company No. 3/Petitioner Company No. 3 i.e., M/s Ananda Clothing Limited is a public limited company which was incorporated on 11th December, 2014, under the provisions of the Companies Act, 2013 bearing CIN: U74994DL2014PLC274016, having its registered office at 211, New Delhi House, 27, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 3/Petitioner Company No. 3 is Rs. 11,00,000/- divided into 1,10,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital is Rs. 5,00,000/- divided into 50,000 Equity Shares of Rs. 10/- each.
5. The Transferor Company No. 4/Petitioner Company No. 4 i.e., M/s Chandranshu Marketing Limited is a public limited company which was incorporated on 02nd March, 2016, under the provisions of the Companies Act, 2013 bearing CIN: U17219DL2016PLC291999, having its registered office at 905, Ninth Floor, New Delhi House, Plot Number 27, Barakhamba Road, New Delhi-110001. The Authorized Share Capital of the Transferor Company No. 4/ Petitioner Company No. 4 is Rs. 5,00,000/- divided into
