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2025 Supreme(Online)(NCLT) 8119
NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, COURT-II, CHANDIGARH
Khetrabasi Biswal, Judicial Member, Kaushalendra Kumar Singh, Technical Member
AMBREEN INFRATECH PRIVATE LIMITED VS
CP(CAA)No.32/Chd/Hry/2023
For the Appellants/Petitioners: Karanveer Jindal
For the Respondents: Saurabh Kapoor, Krishan Paul Dutt
A Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013, is sanctionable if it is bona fide, in the interest of shareholders and creditors, and complies with statutory requirements, provided that any observations by regulatory authorities do not create legal impediments.
Headnote:The matter involves a petition under Sections 230 and 232 of the Companies Act, 2013, and the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, seeking sanction for a Scheme of Amalgamation between a transferor company and a transferee company. The proposed amalgamation aims to consolidate resources, reduce administrative overheads, and optimize the utilization of skilled manpower. The court found that the procedural requirements were met and the scheme was bona fide. The primary issue was whether the proposed Scheme of Amalgamation satisfied the statutory requirements of the Companies Act, 2013, and whether the observations raised by the Regional Director and Registrar of Companies constituted any impediment. The court reasoned that the observations made by the statutory authorities did not present any significant hurdles and that the scheme was in the interest of the shareholders and creditors. Accordingly, the Company Petition bearing CP(CAA) No.32/Chd/Hry/2023 stands allowed and disposed of.
| Table of Content |
|---|
| 1. rationale and objectives for the proposed scheme of amalgamation. (Para 1 , 2 , 3 , 4) |
| 2. procedural compliance and evaluation of statutory reports. (Para 5 , 6 , 7 , 8 , 9 , 10) |
| 3. court's determination on the bona fide nature and legality of the scheme. (Para 11 , 12) |
| 4. clarification on tax, stamp duty, and statutory liabilities post-sanction. (Para 13 , 14 , 15) |
| 5. final order for sanction and disposal of the petition. (Para 16 , 17 , 18) |
ORDER
1. This is a joint Second Motion Petition filed by Petitioner Companies namely; Ambreen Infratech Private Limited, (hereinafter referred to as Petitioner Company No.1/Transferor Company) and Somsons Infra Limited (hereinafter referred as Petitioner Company No.2/Transferee Company) under Sections 230 to 232 of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) and other applicable provisions of the Act read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 (the ‘Rules’), seeking sanction of the Scheme of Amalgamation (hereinafter referred to as “Scheme”) between the Petitioner Companies and their respective shareholders under Sections 230-232 of the Act. The copy of the Scheme is annexed as Annexure A-1 to the Application.
2. The First Motion Application was disposed of vide order dated 13.06.2023, with directions for dispensation of the meetings of all the Equity Shareholders, Secured and Unsecured Creditors of the Petitioner Companies for the reasons recorded in the aforesaid order.
3. The main objectives, date of incorporation, authorized and paid-up share capital, and the rationale of the Composite Scheme have been discussed in detail in the first motion order dated 13.06.2023.
4. The Composite Scheme of Amalgamation provides for;
(i) The proposed amalgamation will result in consolidation and better management of resources of both the Companies;
(ii) It will reduce the wastage of time, cost and energy in maintaining the affairs of both the Companies;
(iii) The Amalgamation will result in better utilization of skilled manpower and their services can be optimally utilized thereby reducing costs;
(iv) the amalgamation will result in reduction of overall administrative and over-head cost.
5. The Board of Directors of the Petitioner Companies, at their respective board meetings held on 10.01.2023, have considered and unanimously approved the proposed Scheme subject to the approval of the creditors and the sanctioning of the same by the Adjudicating Authority. The certified true copy of the Board Resolution approving the scheme of the Petitioner Companies is attached as Annexure A-2 and A-9 respectively to the Application.
6. Further, in compliance to this Tribunal’s order dated 05.02.2025 an Affidavit evidencing publication of notice of hearing of the Application in the newspapers and service of notice of Petition on the Statutory Authorities was filed. The notice of hearing was published in the newspapers namely, "Business Standard" (Chandigarh Edition) in English, “Akali Patrika” in Punjabi (Punjab Edition) and “Jansatta” in Hindi (Haryana edition). The original copies of the newspapers are attached as Annexure A-4, A-5 and A-6 respectively to the aforesaid affidavit. The authorised representative of the Petitioner Companies stated that no objection has been received against the Composite Scheme of Amalgamation.
7. It has also been stated in the Affidavit that copies of notices were served upon; (a) Central Government through the office of the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi, (b) the Registrar of Companies, National Capital Territory of Delhi and Haryana (c) the Registrar of Companies, Punjab and Chandigarh (d) ) the Income Tax Department, through Nodal Officer Principal Chief Commissioner of the Income Tax (e) the Official Liquidator (f) the Real Estate Regulatory Authority, Haryana.
8. A true copy of the abovementioned postal receipts of the speed post is annexed herewith and mar
