2026 Supreme(Online)(NCLT) 173
NATIONAL COMPANY LAW TRIBUNAL
ALMET ALLOYS INDIA PRIVATE LIMITED VS
C.P.(CAA) - 94/2024
For the Petitioner:Nikhil Malhotra
IN THE NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCH COURT-IV Section 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 IN THE MATTER OF:
ALMET ALLOYS INDIA PRIVATE LIMITED …TRANSFEROR COMPANY NO. 1/PETITIONER COMPANY NO. 1 AND MUSHA TRADING & EXPORTS PRIVATE LIMITED … TRANSFEROR COMPANY NO. 2/ PETITIONER COMPANY NO. 2 AND SUNSHINE INDUS PRIVATE LIMITED … TRANSFEROR COMPANY NO. 3/ PETITIONER COMPANY NO. 3 AND GUNJAN ISPAT PRIVATE LIMITED … TRANSFEROR COMPANY NO. 4/ PETITIONER COMPANY NO. 4 AND OPRK FERRO ALLOYS PRIVATE LIMITED … TRANSFEREE COMPANY/ PETITIONER COMPANY NO. 5 Order Delivered on: 09.01.2026 CORAM:
SHRI MANNI SANKARIAH SHANMUGA SUNDARAM, HON’BLE MEMBER (JUDICIAL)
SHRI ATUL CHATURVEDI, HON’BLE MEMBER (TECHNICAL)
PRESENT:
For the Applicant : Mr. Nikhil Malhotra, Advocate along with CS Chanderkant For the IT Deptt. : Adv Puneet Rai, SSC, Adv Ashvini Kr, Adv Rishabh Nangia, Adv Nikhil Jain
ORDER
PER: ATUL CHATURVEDI, MEMBER (TECHNICAL)
1. The captioned application is a second motion petition jointly filed by the petitioner companies viz., M/s Almet Alloys India Private Limited (hereinafter referred to as Transferor Company No. 1/Petitioner Company No. 1) and M/s Musha Trading & Exports Private Limited (hereinafter referred to as Transferor Company No. 2/Petitioner Company No. 2) and M/s Sunshine Indus Private Limited (hereinafter referred to as Transferor Company No. 3/Petitioner Company No. 3) and M/s Gunjan Ispat Private Limited (hereinafter referred to as Transferor Company No. 4/Petitioner Company No. 4) with M/s OPRK Ferro Alloys Private Limited (hereinafter referred to as Transferee Company/Petitioner Company No. 5) under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”).
2. As has been stated in the petition, the Transferor Company No. 1/
Petitioner Company No. 1 i.e., M/s Almet Alloys India Private Limited was incorporated on 29.04.1994, under the provisions of the Companies Act, 1956 bearing CIN: U74899DL1994PTC058701, having its registered office at 303, Time House, 5 Commercial Complex, Wazirpur Industrial Area, New Delhi-110052. The Authorized Share Capital of the Transferor Company No. 1/ Petitioner Company No. 1 is Rs.50,00,000/- divided into 5,00,000 Equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital is Rs. 5,00,000/-
divided into 50,000 Equity Shares of Rs. 10/- each.
3. The Transferor Company No. 2/ Petitioner Company No. 2 i.e., M/s Musha Trading & Exports Private Limited was incorporated on 14.08.1995, under the provisions of the Companies Act, 1956 bearing CIN: U02001DL1995PTC167482 having its registered office at 302, Time House, 5 Commercial Complex, North West, Wazirpur Industrial Area, New Delhi-110052. The Authorized Share Capital of the Transferor Company No. 2/Petitioner Company No. 2 is Rs.2,10,00,000/- divided into 21,00,000 Equity shares of Rs. 10/- each. It’s Issued, Subscribed and Paid-up Capital of Transferor Company No. 2 is Rs.2,09,11,000/- divided into 20,91,100 Equity Shares of Rs. 10/- each.
4. The Transferor Company No. 3/ Petitioner Company No. 3 i.e., M/s Sunshine Indus Private Limited formerly known as M/s Sunshine Vinimay Private Limited was incorporated on 24.12.2004, under the provisions of the Companies Act, 1956 bearing CIN: U51909DL2004PTC327814 having its registered office at 302, Time House, 5 Commercial Complex, North West, Wazirpur Industrial Area, New Delhi-110052. The Authorized Share Capital of the Transferor Company No. 3/ Petitioner Company No. 3 is Rs. 15,85,000/- divided into 1,58,500 Equity shares of Rs. 10/- each. It’s Issued, Subscribed and Paid-up Capital of Transferor Company No. 3 is Rs. 15,81,500/-
divided into 1,58,150 Equity Shares of Rs. 10/- each.
5. The Transfe