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2025 Supreme(Online)(NCLT) 5239
NATIONAL COMPANY LAW TRIBUNAL
SMT. LAKSHMI GURUNG, SHRI HARIHARAN NEELAKANTA IYER, JJ
GALLERIA RETAIL PRIVATE LIMITED – Appellant
Versus
R RETAIL VENTURES PRIVATE LIMITED – Respondent
C.A.(CAA)/115/MB-III/2024
For the Appellants/Petitioners: Adv. Hemant Sethi, Adv. Tanaya Sethi
The court sanctioned the merger scheme under the Companies Act, affirming the decision of shareholders and creditors, ensuring compliance with statutory requirements and stakeholder protections.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Merger - Sanction of Tribunal sought for merger of two private companies - Compliance with relevant provisions of the Act and supporting rules demonstrated - Tribunal satisfied and found merger scheme fair and reasonable - Relevant clarifications and undertakings submitted. (Paras 9, 20-30)
(B) Amalgamation - The decision of the shareholders and creditors of the companies involved should ordinarily not be interfered with unless there are clear violations of law or detrimental impacts on stakeholders. (Paras 21, 22)
Facts of the case:
The Petitioner Companies filed for a merger under the Companies Act. The merger scheme involved the absorption of the Transferor Company into the Transferee Company, with plans for streamlined operations and compliance measures in place. (Paras 2, 3, 10)
Findings of Court:
The Tribunal found the merger to be fair and reasonable, sanctioning it under the provisions of the Companies Act, ensuring that it would not violate any legal provisions nor adversely affect stakeholders. (Paras 25, 29)
Issues: Main issues included the adequacy of compliance with statutory regulations related to the merger and ensuring stakeholder interests were upheld. (Paras 20, 21)
Ratio Decidendi: The Tribunal upheld the principle that the commercial wisdom and consent of shareholders and creditors should guide the approval of the scheme, provided there are no serious legal issues or stakeholder detriment. (Paras 21, 26)
Result: The application for sanction of the merger scheme is granted.
| Table of Content |
|---|
| 1. overview of merger application procedure. (Para 2 , 3 , 4 , 5 , 6 , 12) |
| 2. nature of business and share capital details. (Para 8 , 9 , 10) |
| 3. considerations for scheme benefits. (Para 11 , 13) |
| 4. clarification on valuation methods. (Para 14 , 15 , 16) |
| 5. regulatory compliance and responsibilities. (Para 17 , 18) |
| 6. no objections received against the merger. (Para 19 , 20) |
| 7. court's observations on fairness and regulatory actions. (Para 22 , 24 , 25) |
| 8. sanctioning the merger scheme. (Para 27 , 28) |
| 9. final order and case closure. (Para 29 , 30) |
ORDER
1. Heard Learned Counsel for the Petitioner Companies.
2. The sanction of the Tribunal is sought under Sections 230 to 232 of the Companies Act , 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, to the Scheme of Merger by Absorption of Galleria Retail Private Limited, (‘First Petitioner Company’ or ‘Transferor Company’) into R Retail Ventures Private Limited (‘Second Petitioner Company’ or ‘Transferee Company’) and their respective Shareholders (‘the Scheme’)
3. The Ld. Counsel of Petitioner Companies submits that the registered office of the Transferee Company is in Mumbai Maharashtra. Therefore, it is under the territorial jurisdiction of this Tribunal.
4. The Ld. Counsel of Petitioner Companies submits that the Company Scheme Petition No. C.P. (CAA) No. 9/MB-III/2025 has been filed in consonance with the order of this Tribunal dated 17.10.2024 passed in C.A.(CAA)/115(MB)/2024, by which the meetings of equity shareholders, secured creditors (wherever applicable) and unsecured creditors of the Transferor Companies and the Transferee Company were dispensed with.
5. The Petitioner Companies have issued notices to respective statutory and regulatory authorities and have filed Joint Affidavit of Compliance dated 11.02.2025 which shows that all concerned authorities have been served.
6. The Ld. Counsel of Petitioner Companies submits that the Appointed Date is 30th October 2023 and the application C.A.(CAA)/115(MB)/2024 was filed on 14.06.2024. Therefore, the Appointed Date complies with Circular No.F.No.7/12/2019/CL-l dated 21.08.2019 issued by the Ministry of Corporate Affairs.
7. The Ld. Counsel for Applicant Companies submits that the Boards of Directors of the Petitioner Companies have approved the Scheme in their respective Board Meetings held on 06.05.2024. The board resolution(s) are annexed as Annexure – ‘G’ and Annexure – ‘H’ to the Company Scheme Petition, respectively.
8. Nature of Business
8.1 The First Petitioner Company is currently engaged in the business of buying, designing, constructing, selling, developing, owning, and managing retail real estate assets.
8.2 The Second Petitioner Company is currently engaged in the business of real estate construction, development, other related activities for residential premises and leasing of commercial premises.
9. Share Capital The Ld. Counsel for Applicant Companies submits that the Authorized, Issued, Subscribed and Paid-up Share Capital of Petitioner Companies as on 31.03.2024 are as follows: -
9.1. First Petitioner Company/ First Transferor Company
| Particulars | Amount (in Rs.) |
| Authorized Share Capital 10,000 Equity Shares of Rs.10/- each | 1,00,000 |
| Total | 1,00,000/- |
| Issued, subscribed and Paid-up Share Capital 10,000 Equity Shares of Rs. 10/- each | 1,00,000 |
| Total | 1,00,000/- |
9.2. Second Petitioner Company/ Second Transferor Company
| Particulars | Amount (in Rs.) |
| Authorized Share Capital | |
| 50,00,00,000 Equity Shares of Rs. 10/- each | 5,00,00,00,000 |
| 29,00,00,000 Compulsory Convertible Preference Shares series I of Rs. 10/- each | 2,90,00,00,000 |
| 21,00,00,00 Compulsorily Convertible Preference Shares series II of Rs. 10/- each | 2,10,00,00,000 |
| Total | 10,00,00,00,000/- |
| Issued, subscribed and Paid-up Share Capital 40,62,20,000 Equity Shares of Rs. 10/- each | 4,06,22,00,000 |
| Total | 4,06,22,00,000/- |
10. Rationale of the Scheme:
The Ld. Counsel for the Petitioner Companies have stated that, by sanction of this Scheme it will be able to ach
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