The Tribunal permitted the amalgamation without separate meetings due to the wholly owned subsidiary status of the Transferee Company.

Headnote:This judgment concerns the application CA(CAA)/61(CHE)/2025 under Sections 230-232 of the Companies Act, 2013 for a scheme of amalgamation between Lancor Maintenance And Services Limited (Transferor Company) and Lancor Holdings Limited (Transferee Company). The Tribunal allowed the application based on the rationale of operational efficiency and resource pooling without prejudice to the stakeholders. The key issue framed was the need for the Transferee Company to hold a separate meeting, concluded as unnecessary given the relationship of ownership. The application was allowed, allowing dispensation with meetings as required under the provisions of the Companies Act.

Table of Content
1. scheme of amalgamation and its justification. (Para 1 , 2 , 3)
2. corporate structure and necessity of meetings. (Para 4 , 5)
3. court decision on meeting dispensations for shareholders. (Para 6 , 7)
4. final decision and direction on the second motion. (Para 15)

ORDER

1. This is a Company Application Viz., CA ( CA A)/61(CHE)/2025 filed by the Applicant Company, namely Lancor Maintenance And Services Limited (for brevity “Transferor Company”) and Lancor Holdings Limited (for brevity “Transferee Company”) and its Shareholders under section 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”) proposed by the Applicant Companies herein with its Shareholders. The Scheme is appended as “Annexure A1” at Page No.24-46 of the Application Typeset.

2. The Applicant Companies in this Company Application have sought for the following reliefs;

	EQUITY SHAREHOLDERS	SECURED CREDITORS	UNSECURED CREDITORS
TRANSFEROR COMPANY	To Dispense with the meeting	To Dispense with the meeting	To Dispense with the meeting
NON APPLICANT / TRANSFEREE COMPANY	To Dispense with the meeting	To Dispense with the meeting	To Dispense with the meeting

3. The RATIONALE OF THE SCHEME is as under:

(i) The amalgamation will enable consolidation of the business of the two entities into one entity which will facilitate focused growth, operational efficiency, integration synergies and better supervision of the business of the group.

(ii) The amalgamation will enable pooling of resources of the Applicant/Transferor Company with the resources of the Non Applicant/Transferee Company to their advantage, resulting in more productive utilization of said resources, and cost and operational efficiency which would be beneficial to all stakeholders.

(iii)The amalgamation would facilitate scaling of operations, reduce administrative costs and garner greater visibility in the market.

(iv)The amalgamation would reduce shareholding layers and enable the Non Applicant/Transferee Company to have direct control of the assets/business of the Applicant/Transferor Company.

(v) The amalgamation will also enable smoother implementation of policy changes at a higher level from a management perspective and shall also help enhance the efficiency and control of the entities. There is no likelihood that interests of any shareholder or creditor of either the Applicant/Transferor Company or the Non-Applicant/Transferee Company would be prejudiced as a result of the Scheme. The Amalgamation will not impose any additional burden on the members of the Applicant/Transferor Company or the Non-Applicant/Transferee Company.

4. It is stated that the (i) The Transferor Company viz., Lancor Maintenance and Services Limited is a Public (Unlisted) company with CIN No. U72200TG1996PTC023096 and was incorporated on 18.09.1996 under the Companies Act, 1956. The Authorised/Issued/Subscribed and Paid up share capital of the Transferor Company-1 as on 31.03.2024 are as follows

Particulars	Rupees
Authorised share capital
10,00,000 Equity Shares of Rs.10/- each	1,00,00,000/-
Issued, subscribed and Paid up share capital
2,51,750 Equity shares of Rs.10/-each	25,17,500/-
Total	25,17,500/-

The summary of the latest financial position of the Applicant/Transferor Company as on 30.09.2024, as per the unaudited financial statements is provided below:

Particulars	Amount in INR
Net worth	6,60,55,180
Turnover (Gross Sales)	51,555
Current Assets	8,58,66,812
Non-Current Assets	94,90,312
Current Liabilities	2,93,01,944
Long Term Liabilities	NIL

(ii) The Transferee Company viz., Lancor Holdings Limited is a Public Limited (Listed) company with CIN No. L65921TN1985PLC049092 incorporated on 04.01.1985 under the Companies Act, 1956 in the State of Tamil Nadu. The authorised and paid-up share capital of the Transferee Company as on 31.03.2024 are as follows

Particulars

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2025 Supreme(Online)(NCLT) 5193

NATIONAL COMPANY LAW TRIBUNALSanjiv Jain, Venkataraman Subramaniam, JJLancor Maintenance And Services Limited – AppellantVersusLancor Holdings Limited – RespondentCA(CAA)/61(CHE)/2025

The Tribunal permitted the amalgamation without separate meetings due to the wholly owned subsidiary status of the Transferee Company.

NATIONAL COMPANY LAW TRIBUNAL
Sanjiv Jain, Venkataraman Subramaniam, JJ
Lancor Maintenance And Services Limited – Appellant
Versus
Lancor Holdings Limited – Respondent
CA(CAA)/61(CHE)/2025