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2025 Supreme(Online)(NCLT) 4532
NATIONAL COMPANY LAW TRIBUNAL
SHRI SUSHIL MAHADEORAO KOCHEY, SHRI CHARANJEET SINGH GULATI, JJ
Batliboi Environmental Engineering Limited – Appellant
Versus
Batliboi Limited – Respondent
C.A. (CAA) / 165 (MB) / 2024 | C.P.(CAA)/21/MB/2025
For the Appellants/Petitioners: CA Rahul Atal, A R C H and Associates
For the Respondents: Ms. Rujuta Bankar
The scheme of amalgamation must comply with the Companies Act, ensuring creditor interests are protected and applicable regulatory requirements fulfilled post-approval.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of amalgamation - Approval sought for the merger of two companies - No objection from stakeholders; benefits of economies of scale and operational efficiency outlined - Compliance with statutory requirements assured by petitioner companies. (Paras 1, 2, 3, 14, 17, 21)
(B) Amalgamation - Legal standing - Tribunal's approval does not exempt from tax duties or regulatory compliance - Protection of creditors' interests emphasized throughout the scheme. (Paras 18, 19)
Facts of the case:
The petitioners sought approval of a scheme of amalgamation between a Transferor Company and a Transferee Company, highlighting their business operations and anticipated benefits such as increased efficiency and reduced legal compliances. (Paras 2, 5)
Findings of Court:
The Tribunal sanctioned the scheme, stating it was fair, reasonable, and compliant with applicable provisions of law. The assets of the Transferor Company shall vest in the Transferee Company without any further act. (Paras 17, 18)
Issues: Main issues included whether the scheme was fair and in compliance with legal requirements, and how creditor interests were protected. (Paras 14, 21)
Ratio Decidendi: The Tribunal found that the scheme was compliant with the Companies Act and that all regulatory obligations must still be fulfilled post-sanction, emphasizing the continuous obligation on petitioners to protect creditor interests and comply with tax requirements. (Paras 19, 21)
Result: Petition allowed.
ORDER
1. Heard the Professional for the Petitioner Companies, the representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition.
2. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) to the Scheme of Amalgamation of Batliboi Environmental Engineering Limited (‘BEEL’ or ‘the Transferor Company’ or ‘First Petitioner Company’) with and into Batliboi Limited (‘the Transferee Company’ or ‘Second Petitioner Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’).
3. The Professional for the Petitioner Companies submits that the First Petitioner Company is primarily engaged in the business of design, selection, engineering, fabrication, supply, installation, and commissioning of air pollution control equipment and systems for a variety of industrial and municipal applications.
4. The Professional for the Petitioner Companies submits that the First Petitioner Company is primarily engaged in manufacturing of essentials and specialty chemicals (such as acetyl, ketene and diketene). The Second Petitioner Company is primarily engaged in the business of Machine Tools, Air Engineering, Textile Machinery.
5. The Professional for the Petitioner Companies further submits that the Scheme of Amalgamation is expected to yield the following benefits:
Rationale for the Scheme:
a. Economies of scale will play a bigger role as the consolidated entity’s oper- ational efficiency will increase, which will in turn allow the merged entity to compete on a larger scale in the industry, thus benefiting the merged entity and the shareholders;
b. Rationalization of operations with a greater degree of operational efficiency and optimum utilization of resources;
c. The combined net worth of both entities will enable the merged entity to tap into new business opportunities thereby unlocking growth opportunities for the merged entity;
d. It would result in the consolidation of business activities and will facilitate effective management of investment and synergies in operations;
e. Being a part of the same management, this amalgamation would facilitate the simplification of group structures and reducing administrative redundan- cies;
f. Reduction in multiplicity of legal and regulatory compliances, reduction in overheads, including administrative, managerial and other costs amongst all; and
g. Consolidation and simplification of the group structure and reduction of ad- ministrative costs at the group level.
Accordingly, the Board of Directors of the Petitioner Companies have formulated this Scheme to undertake various steps as envisaged in this Scheme pursuant to the provisions of Sections 230 -232 of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).
6. The Professional for the Petitioner Companies submits that the Petitioner Companies have approved the Scheme by passing Board Resolutions on 11th March 2024 and have approached the Tribunal for sanction of the Scheme. A certified true copy of Board Resolution of respective Petitioner Companies approving the Scheme are annexed with Company Scheme Petition. The Appointed Date for the Scheme is 1st April 2023.
7. The Professional for the Petitioner Companies submits that the Company Scheme Petition has been filed in consonance with the order dated 24th October 2024, passed by this Tribunal in C.A.(CAA) / 165 (MB) / 2024.
8. The Professional for the Petitioner Companies states that the Petitioner Companies have complied with all the requirements as per directions of the Tribunal. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as required under the Companies Act, 2013 , and the Rules & Regulations made there under. The said undertaking is accepted.
9. The Regional Direc
