Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2025 Supreme(Online)(NCLT) 8021

NATIONAL COMPANY LAW TRIBUNAL
Rajeev Bhardwaj, J, Sanjay Puri, T
ARD-SAMA Enterprises Pvt Ltd – Appellant
Versus
Global Aluminium Pvt Ltd – Respondent
CP(CAA)/17/230/HDB/2025 | IA(CA)/154/2025

Advocates:
For the Petitioners: Mr. Krishna C. V Grandhi, Ms. Ekta Bahl, Ms. Neha Pandey, Ms. Tanya Kanwar
For the Regional Director: Ms. Kusum Yadav
For the Official Liquidator: Mr. Deowrat V Meshram
For the Income Tax Department: Ms. Rakshitha

Approval of a Scheme of Amalgamation under Sections 230-232 of the Companies Act, ensuring stakeholder consent and statutory compliance.

Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Scheme of Amalgamation - Joint company petition for amalgamation of ARD-SAMA Enterprises Pvt Ltd and Global Aluminium Pvt Ltd approved; concerns of creditors have been addressed, ensuring no detriment to their interests. (Paras 22-23)

(B) Shareholdings - Consent of all equity shareholders obtained, waiver of meetings for equity, secured, and unsecured creditors applied. (Paras 6-10)

(C) Financial health - Both companies maintained proper books; scheme will neither prejudice stakeholders nor disrupt legal proceedings. (Paras 11-13)

Facts of the case:
Joint petition for a scheme of amalgamation filed by two companies, emphasizing no objections from stakeholders, compliance with legal requirements observed, and necessary approvals aligned with the Companies Act.

Findings of Court:
The scheme aligns with public policy, observing statutory compliance with risks managed as outlined in affidavits from regional directors and auditors. All parties' interests are safeguarded with a seamless transition of assets and liabilities.

Issues: Whether the amalgamation scheme contravenes any law or stakeholder rights. Statutory compliance, financial stability of applicant companies, and the implication of the scheme on unsecured creditors were pivotal concerns.

Ratio Decidendi: The scheme was deemed fair, reasonable, and compliant with the requirements of Sections 230-232 of the Companies Act, 2013, particularly in terms of stakeholder consent and financial disclosures being sufficient to warrant approval by the Tribunal.

Result: The Composite Scheme of Amalgamation is sanctioned and binding on all equity shareholders and creditors.

Table of Content
1. filing for amalgamation scheme under companies act. (Para 1 , 2 , 3)
2. financial disclosures sufficient for stakeholder consent. (Para 4 , 5 , 6)
3. compliance with regulatory requirements. (Para 11 , 12 , 13)
4. court's rationale for approval of the amalgamation scheme. (Para 22)

ORDER

1. This is a Joint Company Petition filed under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 in the matter of Scheme of Amalgamation amongst M/s. ARD-SAMA Enterprises Private Limited (Transferor Company/Applicant Company No.1) with and into M/s.Global Aluminium Private Limited (Transferee Company/Applicant Company No.2) and their respective Equity Shareholders and Creditors with effect from September 16, 2024.

2. The Registered Offices of the Transferor Company and Transferee Company are situated in the State of Telangana.

3. The averments made in the Petition are briefly described as under:

a. ARD-SAMA Enterprises Private Limited (Transferor Company/Petitioner Company No.1) is Private Limited Company, was originally incorporated on 17^th October, 1996, bearing CIN No: U32900TG1996PTC025510.

b. It is submitted that the Transferor Company was incorporated to be engaged in the business of manufacturing, processing, purchase and sale of aluminium ore, aluminium extrusions and aluminium utensils. The main objects of the Transferor Company as set out in Clause III A of the Memorandum of Association are, inter-alia, as under:

“1. To carry on business as manufacturers, producers, processors, assemblers, refiners, makers, converters, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaries or otherwise deal in aluminium ore, aluminium utensils, wires or any other product in which aluminium is used.

To buy take on lease or under a license concession grant or otherwise acquire aluminium manufacturing mills to acquire any such rights easements interest land or any other property in or outside India and any other interest therein and to run work exports, develop turn to account the same.”

The Copies of the PAN Card, Master Data, the Certificate of Incorporation along with copies of the Memorandum and Articles of Association of the Transferor Company as filed with the FMA are enclosed as Annexure-B1 (Colly).

c. It is submitted that the authorized, issued, subscribed and paid-up share capital of the Transferor Company as on February 28, 2025 is as follows:

There has been no change in the issued, subscribed and paid-up share capital structure of Transferor Company.

d. It is submitted that the financial statements of the Transferor Company have been audited till March 31, 2024, is enclosed as Annexure-B2 The financial position of the Transferor Company as appearing in such provisional balance sheet for the periods April 01, 2024, until September 15, 2024 and September 16, 2024, until February 28, 2025, is enclosed as Annexure-B3 (Colly), is summarized as follows:

e. It is submitted that as evident from the financial statements, the Transferor Company has maintained proper books of accounts as required by law. After the date of the aforesaid accounts and as of the date of this Petition, there has been no substantial change in the financial position of the Transferor Company except as arising in the usual course of business. The Transferor Company craves the leave to refer to and rely upon relevant books of accounts, at the time of hearing, if necessary.

f. It is submitted that as it is evident from the financial position of the Applicant Companies, the assets of the Applicant Companies are sufficient to meet their liabilities and the Scheme does not prejudicially affect the rights or interests of the creditors of the Applicant Companies, in any manner.

g. The Applicant Companies