Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2025 Supreme(Online)(NCLT) 8080

NATIONAL COMPANY LAW TRIBUNAL
SH. NILESH SHARMA, J, SH. CHARANJEET SINGH GULATI, T
Daffodil Projects Private Limited – Appellant
Versus
Hamcon Engineers Private Limited – Respondent
C.P.(CAA)/161(MB)2024|C.A.(CAA)/40(MB)2024

Advocates:
For the Petitioners: Adv. Hemant Sethi, Adv. Devanshi Sethi, Adv. Tanaya Sethi
For the Respondent: Mr. Altap Shaikh ICLS, AD (VC)

The tribunal sanctioned a merger scheme under the Companies Act, ensuring compliance and protection of creditors' interests.

Headnote:(A) Companies Act, 2013 - Sections 230-232 - Scheme of Merger - Petitioners seek sanction for merger of Daffodil Projects Private Limited and Hamcon Engineers Private Limited - Compliance of statutory requirements confirmed - Tribunal found the scheme fair and reasonable, ensuring creditor interests are protected. The merger scheme is sanctioned with conditions outlined for compliance with relevant tax and regulatory provisions. (Paras 1, 9, 25)

Table of Content
1. jurisdiction and initial observations of the tribunal regarding the merger. (Para 1 , 2 , 3)
2. details about the companies involved and the nature of the merger. (Para 4 , 5 , 6 , 7)
3. the rationale behind the merger and expected benefits. (Para 8 , 9 , 10 , 11 , 12)
4. reports from officials and compliance requirements. (Para 13 , 14 , 15 , 16)
5. final observations and verdict of the tribunal. (Para 20 , 21 , 22 , 23 , 24 , 25)

ORDER

1. Heard the learned Counsel for the Petitioners and the representative of the Regional Director Western Region, Ministry of Corporate Affairs, Mumbai.

2. The registered offices of the Petitioner Companies are situated in Mumbai, Maharashtra and hence the subject matter of the Petition is within the jurisdiction of this Bench.

3. The sanction of the Tribunal is sought under Sections 230 to 232 read with section 66 other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, to the Scheme of Merger between Daffodil Projects Private Limited (“Transferor Company/ First Petitioner Company”) and Hamcon Engineers Private Limited (“Transferee Company/Second Petitioner Company”) and their respective Shareholders (“Scheme”).

BUSINESS PROFILES OF PETITIONER COMPANIES: -

4. The Counsel for the Petitioner Companies further submits that, the First and Second Petitioner Companies are engaged in the business of Construction and Property Development.

5. The Counsel for the Petitioner Companies submits that the proposed Scheme of Merger by Absorption was approved unanimously by the Board of Directors of the respective Petitioner Companies on 1^st April, 2023. A certified true copy of Board Resolution of respective Petitioner Companies approving the Scheme are annexed with Company Scheme Petition.

6. The Appointed Date for the Scheme of Amalgamation (Merger by Absorption) is 1^st April 2023.

7. The Learned Counsel appearing on behalf of the Petitioner Companies states that the joint Company Scheme Petition have been filed in consonance with the order dated 21^st June, 2024 passed by this Tribunal in the connected Company Scheme Application bearing C.A.(CAA)/40(MB)/2024.

8. It is submitted that the Petitioner Companies have complied with all requirements as per directions of this Tribunal and they have filed necessary Affidavits of compliance as on 12^th November 2024 with this Tribunal. Moreover, the Petitioner Companies undertake to comply with all the statutory requirements, if any, as may be required under the Companies Act, 2013 and the Rules made thereunder.

RATIONALE OF THE SCHEME:

9. The Learned Counsel for the Petitioner Companies states that, by sanction of this Scheme of Merger by Absorption the Petitioner Companies will be able to achieve the following:

a. “The merger would result in most optimum utilization of facilities, reserves, financial, managerial, technological and marketing expertise, distribution networks, manpower and other resources which will be conducive to enhance the capability to face competition in the market more effectively, thereby strengthening further the market position and growth prospects.

b. It would also lead to growth prospects for the personnel and organizations connected with these concerned Companies and thus it will be in the interest and will also be in the interest of the Public. The Amalgamated Company will be able to source and absorb new technology and its capacity to spend on Research and Development will be enhanced.

c. In order to expand the activities and to increase the product portfolio it is thought necessary and advantageous to combine the activities and operations of all the Companies.

d. While combining the activities of the Transferor Companies and Transferee Company in a single Company, it was felt advisable also to combine Transferor Companies and Transferee Company which would help better working capital management and better administration of sales for the merged Company.”

CON