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2025 Supreme(Online)(NCLT) 5198
NATIONAL COMPANY LAW TRIBUNAL
Shri Rajeev Bhardwaj, J, Shri Sanjay Puri, T
M/s. Enhops Solutions Private Limited – Appellant
Versus
M/s. Proarch IT Solutions Private Limited – Respondent
CP (CAA) No.13/230/2025 | CA (CAA) No. 6/230/HDB/2025
For the Appellants/Petitioners: Mr. Vijaya Kumar, PCS
For the Respondents:Mr. Srikar Anumula, Assistant Director, Mr. Vasantarao Meshram, Assistant Official Liquidator, Ms. Bokaro Sapna Reddy, Advocate
The court sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, recognizing its legal compliance and benefits for stakeholders.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Amalgamation - Scheme between M/s. Enhops Solutions Private Limited (Transferor Company) and M/s. Proarch IT Solutions Private Limited (Transferee Company) sanctioned by NCLT. (Paras 1-11)
(B) The Tribunal ruled that the Scheme is fair, reasonable, and compliant with legal provisions. The Transferor Company will be dissolved without winding up. (Paras 11, 12)
Facts of the case:
The petitioners jointly sought approval for an amalgamation scheme due to business synergies, operational efficiencies, and the need for compliance simplifications. Their financial reports indicated losses.
Findings of Court:
The court sanctioned the Scheme of Amalgamation, confirming compliance with all statutory regulations.
Issues: Whether the Scheme is beneficial, lawful, and fair to stakeholders.
Ratio Decidendi: The Tribunal found the amalgamation scheme to be in the best interests of all parties involved and adhering to necessary legal stipulations.
Result: The Scheme of Amalgamation is sanctioned and approved.
ORDER
1. The present Petition has been jointly filed by the Petitioner Companies, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 praying for sanction of the Scheme of Amalgamation (“Scheme”),
2. Brief facts of the case:
I. 1st Petitioner Company / Transferor Company:
i. M/s. Enhops Solutions Private Limited (1st Petitioner Company/ Transferor Company) was incorporated on 18/08/2015 with CIN: U72300TG2015PTC100314.
ii. The Transferor Company is carrying on the business of providing services of information technology, information systems, Hardware and Software development,
iii. The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 30.09.2024 is as follows:
| Particulars | Amount in Rs. |
| Authorized Share Capital | |
| 10,00,000 equity shares of face value of Rs.10/- each | 1,00,00,000/- |
| Issued, Subscribed and Paid-up Share Capital | |
| 10,00,000 equity shares of face value of Rs.10/- each | 1,00,00,000/- |
Subsequent to 30.09.2024, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferor Company,
2nd Petitioner Company/Transferee Company:
i. M/s. Proarch IT Solutions Private Limited (2nd Petitioner Company/ Transferee Company) was incorporated on 22.03.2006 bearing CIN: U72200TG2006PTC049561.
ii. The Transferee Company is engaged in the business of providing software and consultancy services,
iv. The authorized, issued, subscribed and paid-up share capital of the 2nd Petitioner Company/Transferee Company as on 30.09.2024 is as follows:
| Particulars | Amount in Rs. |
| Authorized Share Capital | |
| 20,00,000 equity shares of face value of 10/- each | 2,00,00,000/- |
| Issued, Subscribed and Paid-up Share Capital | |
| 10,000 equity shares of face value of Rs.10/- each | 1,00,000/- |
Subsequent to 30.09.2024, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferee Company,
3. Board Resolutions of the Petitioner Companies:
The Board of Directors of the Transferor Company and the Transferee Company at their respective Board Meetings held on 22.11.2024,
4. According to the Petitioner Companies, the advantages of the proposed Scheme are as follows:
a. Reduction in the cost of overheads and improvement in professional management.
b. Reduction in multiplicity of legal and regulatory compliance and simplification of group structure.
c. Enhance the scale of operations thereby providing significant impetus to the growth of the Transferee Company, since both the Transferor and the Transferee Companies are engaged in related line of business that could draw upon synergies between the Transferor Company and the Transferee Company.
d.
