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2025 Supreme(Online)(NCLT) 5218
NATIONAL COMPANY LAW TRIBUNAL
Shri Praveen Gupta, Member (Judicial), Shri Ashish Verma, Member (Technical)
TOSHALI CEMENTS PRIVATE LIMITED – Appellant
Versus
J.K. CEMENT LIMITED – Respondent
CP (CAA) NO.15/ALD/2025 | CA (CAA) NO.04/ALD/2025
For the Appellants/Petitioners: Sh. Navin Sinha, Sr Adv, Sh. Rahul Agarwal, Adv
For the Respondents: Sh. Maneesh Kr. Pandey, proxy for Sh. Gaurav Mahajan, Sr. S.C., Sh. Mohd. Akhtar, STA
The court sanctioned the amalgamation scheme as compliant with statutory provisions, emphasizing the validity of the appointed date and the absence of objections from relevant authorities.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Scheme of amalgamation sanctioned between Toshali Cements Private Limited and J.K. Cement Limited. The appointed date of 01.01.2024 is justified as it falls within one year of the application date, and commercial prudence supports this decision. No objections from statutory authorities were noted, and necessary compliance was established. (Paras 22-36)
(B) Statutory Requirement - The Tribunal confirms all requisite procedures were met, indicating the scheme does not breach any laws nor public policy, ensuring all stakeholders are adequately informed. (Paras 1-20)
(C) Commercial Wisdom - The court respects the commercial decisions made by the boards of the companies involved, affirming its supervisory rather than appellate function. (Paras 24-26)
Facts of the case:
The present joint company petition filed under the Companies Act, 2013 seeks the sanction of a scheme of amalgamation of Toshali Cements Private Limited with J.K. Cement Limited. The transferor company is a wholly-owned subsidiary of the transferee company. The petition was unopposed, with significant creditor support.
Findings of Court:
The amalgamation scheme is sanctioned, reflecting no objections and adherence to legal stipulations.
Issues: The primary issues involved the justification for an appoint date preceding the application filing date and ensuring all regulatory compliances were met.
Ratio Decidendi: The appointed date was found compliant with MCA guidelines, and the Tribunal validated the arguments presented by the petitioner companies regarding its selection.
Result: The proposed scheme of amalgamation is approved and sanctioned.
| Table of Content |
|---|
| 1. joint petition filed for scheme of amalgamation. (Para 1 , 2) |
| 2. tribunal dispensed with equity shareholders and creditors meetings. (Para 3 , 4) |
| 3. summary of voting results provided. (Para 5 , 6) |
| 4. notification and compliance with statutory authorities. (Para 7 , 8) |
| 5. responses from regulatory bodies assessed. (Para 9 , 10 , 11) |
| 6. objections from income tax department detailed. (Para 12 , 13 , 14) |
| 7. petitioner companies' justification for appointed date addressed. (Para 17 , 18 , 19) |
| 8. assessment of compliance with companies act established. (Para 22 , 23) |
| 9. tribunal sanctions scheme of amalgamation. (Para 24) |
| 10. final order and directives issued by tribunal. (Para 25 , 26) |
| 11. details on compliance and execution of the scheme provided. (Para 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36) |
ORDER
1. The present Joint Company Petition is filed by the Petitioner Companies above named under Sections 230 & 232 and other applicable provisions of the Companies Act, 2013 read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 , for sanction of the Scheme of Amalgamation (hereinafter referred to as the ‘Scheme’) of Toshali Cements Private Limited (Petitioner Company No.1/Transferor Company) with J.K. Cement Limited (Petitioner Company No.2/Transferee Company) (collectively referred to as ‘Petitioner Companies’).
2. The main objects, date of incorporation, authorized and paid-up share capital of all the Transferor Company and Transferee Company, rationale of the Scheme and the required statutory compliances have been discussed in detail in the first motion order dated 05.03.2025.
3. The first motion petition was initially filed vide Company Application No. CA ( CA A) No. 04/ALD/2025 seeking directions of this Tribunal to dispense with the requirement of convening the meetings of Equity Shareholders and Secured Creditors of the Petitioner Company 1/Transferor Company, dispense with the requirement of convening the meetings of Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Company 2/Transferee Company and to convene the meeting of the Unsecured Creditors of the Petitioner Company 1/Transferor Company.
4. Accordingly, this Tribunal vide its order dated 05.03.2025 allowed the above mentioned prayers by dispensing with the requirement of convening meetings of Equity Shareholders and Secured Creditors of the Petitioner Company No.1/Transferor Company and also of the Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Company No.2/Transferee Company subject to publishing of notice inviting objections to the Scheme from the Secured and Unsecured Creditors of Petitioner Company 2 on its own website and on Stock Exchange Portals and directed to convene the meeting of the Unsecured Creditors of Petitioner Company 1/Transferor Company under the supervision of Mr. Rajasekhar V.K (Chairperson), Mr. Deependra Mohan (Alternate Chairperson) and Mr. Abhishek Mishra (Scrutinizer) on Saturday, 26th April, 2025 at 11.00 A.M. through VC/OAVM for the purpose of considering and, if thought fit, approving, the proposed Scheme of Amalgamation.
5. The voting result as submitted in the Chairperson’s Report on the meeting of Unsecured Creditors of the Transferor Company is reproduced as under:
“The meeting of Unsecured Creditors was attended by 94 (ninety- four) unsecured creditors through video conferencing. Out of these, 16 (sixteen) unsecured creditors having aggregate outstanding debt of Rs. 148,64,64,400.56, had already cast their votes by remote e- voting prior to the NCLT-convened meeting. Further, two unsecured creditors having aggregate outstanding debt of Rs. 12,25,170.00 cast their votes through e-voting at the NCLT-convened meeting through VC/VOAC. The detailed results are as follows:
Voting Summary Table:
| Particulars | No. of Creditors | Value of Debt (Rs.) | Percentage |
| Total Unsecured Creditors entitled to vote | 94 | 153,49,53,401.06 | 100.00 |
| Voted in favour | 17 | 148,25,58,799.98 | 96. |
