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2025 Supreme(Online)(NCLT) 6547
NATIONAL COMPANY LAW TRIBUNAL
Smt. Bidisha Banerjee, Member (Judicial), Cmde Siddharth Mishra, Member (Technical)
SWARNREKHA SUPPLIERS PRIVATE LIMITED – Appellant
Versus
SUPERSMELT FERRO ALLOYS PRIVATE LIMITED – Respondent
C.A. (CAA) No. 201/ KB /2023
For the Applicants: Mr. Hemant Tiwari
For the RD (ER): Mr. Pankaj Srivastava, Dy. Director
The court sanctioned a scheme of amalgamation under the Companies Act, emphasizing compliance with statutory requirements and benefits for shareholders.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Scheme of Amalgamation - The Tribunal sanctioned a scheme for the amalgamation of multiple companies, ensuring compliance with applicable statutory requirements and accounting standards - The Scheme aims to consolidate resources and enhance business efficiency, thereby benefiting shareholders and employees - All statutory formalities were duly complied with, and objections were addressed satisfactorily. (Paras 1-10)
(B) Corporate Restructuring - Judicial scrutiny is limited to ensuring compliance with the provisions of the Companies Act and assessing whether the scheme is in public interest - The Tribunal noted no objections were raised by the Regional Director and the Official Liquidator submitted a report stating no prejudicial conduct by the Transferor Companies. (Paras 4b, 5)
| Table of Content |
|---|
| 1. amalgamation application filed under the companies act. (Para 1 , 2) |
| 2. benefits and justifications for the amalgamation scheme. (Para 3) |
| 3. no objections raised and compliance confirmed. (Para 4 , 5) |
| 4. tribunal's approval of the scheme and compliance with acts. (Para 7) |
| 5. final orders for sanctioning the amalgamation scheme. (Para 8 , 10) |
ORDER
Per: Bidisha Banerjee, Member (Judicial)
1. This Court convened through hybrid mode.
2. The instant application has been filed under Section 230 read with Section 232 of the Companies Act, 2013 (“Act”) for Sanction of scheme of Amalgamation of Swarnrekha Suppliers Private Limited, being the Applicant No.1 above named ("Transferor Company No.1" or “Applicant No. 1”), Naviya Real Estate Private Limited, being the Applicant No.2 above named ("Transferor Company No.2" or “Applicant No. 2”), Blooming Minerals Private Limited, being the Applicant No.3 above named ("Transferor Company No.3" or “Applicant No. 3”), Mineralco Ferro Alloys Private Limited, being the Applicant No.2 above named ("Transferor Company No.4" or “Applicant No. 4”), Shape Projects Private Limited, being the Applicant No.5 above named ("Transferor Company No.5" or “Applicant No. 5”), Janavi Mercantiles Private Limited, being the Applicant No.6 above named ("Transferor Company No.6" or “Applicant No. 6”), Saumyaa Alloys Private Limited, being the Applicant No.7 above named ("Transferor Company No.7" or “Applicant No. 7”), Standard Vyapaar Private Limited, being the Applicant No.8 above named ("Transferor Company No.8" or “Applicant No. 8”), Greenhouse Complex Private Limited, being the Applicant No.9 above named ("Transferor Company No.9" or “Applicant No. 9”), Sooryatech Periphera Private Limited, being the Applicant No.10 above named ("Transferor Company No.10" or “Applicant No. 10”), Charan Vincom Private Limited, being the Applicant No.11 above named ("Transferor Company No.11" or “Applicant No. 11”), Suraj Tradecom Private Limited, being the Applicant No.12 above named ("Transferor Company No.12" or “Applicant No. 12”), Merlin Vyapaar Private Limited, being the Applicant No.13 above named ("Transferor Company No.13" or “Applicant No. 13”), Alliance Advisory Services Private Limited, being the Applicant No.14 above named ("Transferor Company No.14 or “Applicant No. 14”), Reality Vincom Private Limited, being the Applicant No.15 above named ("Transferor Company No.15" or “Applicant No. 15”) with Supersmelt Ferro Alloys Private Limited being the Applicant No.3 above named ("Transferee Company" or “Applicant No. 16”) whereby and where under the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz. 31st March, 2022 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”). Copy of the said scheme is annexed to the Company Petition being Annexure-A, in Volume I at page no. 76-146.
3. The petition has now come up for final hearing. The Authorised Representative for the Petitioners submit as follows:-
a) The Scheme was approved unanimously by the respective Board of Directors of the Petitioner Companies at their meetings held on 02nd February, 2023. Copy of the Board Resolutions are annexed to the Company Petition being Annexure-E, in Volume VI at page no. 925-953.
b) The circumstances which justify and/or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:-
i. The corporate restructuring resulting from the scheme will integrate all the activities leading to increased opportunities in all areas of business.
ii. The said scheme will enable the establishment of a larger company with larger resources and a larger capital base facilitating further expansion and development of the business of all the companies. The said scheme will enable the undertakings and business of the said companies to obtain greater facilities possessed and enjoyed by one large company as compared with a number of sm
