1. Joint petition for sanction of scheme of amalgamation under Sections 230-232, Companies Act, 2013 — Amalgamation of wholly owned subsidiaries into parent company. (Para 1 , 2 , 7 , 8 )
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2026 Supreme(Online)(NCLT) 2109
NATIONAL COMPANY LAW TRIBUNAL
R SYSTEMS INTERNATIONAL LIMITED VS
C.P.(CAA) - 70/2025
Advocates:
For the Petitioner:Shree Sinha
For the Petitioner:Shree Sinha
Legal Category Hierarchy
-
corporate law
- companies act, 2013
- taxation
- practice and procedure
Table of Contents
2. Observation regarding compliance with Section 232(3)(i) on fee for revised authorized share capital; Income Tax Department reserved right to determine tax implications. (Para 13 , 14 , 16 , 17 )
3. Scheme sanctioned; amalgamating companies dissolved without winding up; properties, liabilities, employees vested; compliance with statutory requirements directed. (Para 28 , 29 , 34 , 35 )
4. Under what conditions can a scheme of amalgamation be sanctioned under Sections 230-232 of the Companies Act, 2013?
The scheme must be approved by requisite majority of shareholders and creditors, not prejudicial to their interests, and beneficial to the companies, shareholders, creditors, and employees. (Para 9 , 10 , 26 , 27 )
5. What is the requirement under Section 232(3)(i) regarding fee on increased authorized share capital upon amalgamation?
The transferee company must comply with fee payable on revised authorized share capital, but stamp duty and fees already paid by transferor companies on their authorized capital can be utilized and no further fee is required to that extent. (Para 13 , 14 )
6. Can the Income Tax Department reserve its right to determine tax implications despite sanction of amalgamation?
Yes, the department reserves its right to determine tax implications under the Income Tax Act, and the scheme does not override the IT Act; the petitioner undertook to comply. (Para 16 , 17 )
7. What are the consequences of sanction of amalgamation regarding the transferor companies?
The amalgamating companies stand dissolved without winding up; all properties, rights, liabilities, and employees vest in the amalgamated company. (Para 34 )
8. What ongoing compliance is required under Section 232(7) after sanction of a scheme of amalgamation?
Every company in relation to which the order is made must file a statement every year in Form CAA 8 until full implementation of the scheme. (Para 32 )
ORDER
PER: SMT. REENA SINHA PURI, MEMBER (TECHNICAL)
1. The present Second Motion Petition is filed jointly by M/s. R Systems International Limited (Petitioner Company No. 1/ Amalgamated Company), M/s. Velotio Technologies Private Limited (Petitioner Company No. 2/ Amalgamating Company No. 2), M/s. Scaleworx Technologies Private Limited (Petitioner Company No. 3/ Amalgamating Company No. 2) under Sections 230-232 of the Companies Act, 2013 (Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (Rules) for the sanction of the proposed Scheme of Amalgamation (“Scheme”) amongst the Amalgamating Companies and Amalgamated Company and their respective shareholders and creditors.
2. The Registered office of all the Petitioner Companies is situated in the NCT of Delhi and therefore, falls within the jurisdiction of the National Company Law Tribunal, New Delhi.
3. M/s. R Systems International Limited, Amalgamated Company, bearing CIN: L74899DL1993PLC053579, is a public limited company incorporated on 14.05.1993 under the provisions of the Companies Act, 1956. The registered office address of the Amalgamated Company is situated at GF-1-A, 6, Devika Tower, Nehru Place, New Delhi- 110019. The Authorized Share Capital of the Company is Rs. 20,60,00,000/- and the issued, subscribed and paid-up share capital of the Company is Rs. 11,83,83,559/-.
4. M/s. Velotio Technologies Private Limited, Amalgamating Company No. 1, bearing CIN: U72100DL2016PTC434014, was incorporated on 01.05.2016 under the provisions of the Companies Act, 2013. The registered office of Amalgamating Company No. 1 is situated at GF-1-A, 6, Devika Tower, Nehru Place, New Delhi- 110019. The Authorized Share Capital of the Company is Rs. 5,00,000/- and the issued, subscribed & paid-up share capital of the Company is Rs. 2,34,663/-.
5. M/s. Scaleworx Technologies Private Limited, Amalgamating Company No. 2, bearing CIN: U72900DL2020PTC434013, was incorporated on 07.11.2020 under the provisions of the Companies Act, 2013. The registered office of Amalgamating Company No. 2 is situated at GF-1-A, 6, Devika Tower, Nehru Place, New Delhi- 110019. The Authorized Share Capital of the Company is Rs. 5,00,000/- and the issued, subscribed & paid-up share capital of the Company is Rs. 1,46,660/-.
6. Affidavits, Affidavits in support of petition (Page Nos. 756-773) in support of the present petition have been sworn by Mr. Bhasker Dubey, Authorised Signatory of the Amalgamated Company, and Mr. Nand Sardana, Authorised Signatory of both the Amalgamating Companies, who have been duly authorized vide board resolutions of the respective Petitioner Companies, and the said affidavits have been duly filed along with the petition.
7. The Board of Directors of the Petitioner Companies in their separate meetings, 2,
8. The rationale behind the said Scheme, as envisaged in the scheme are as under:
“1. Amalgamating Company 2 is a wholly owned Subsidiary (defined hereinafter) of Amalgamating Company 1, and Amalgamating Company 1 is a Subsidiary of the Amalgamated Company. The Scheme would enable integration of the business activities of the Companies (as defined hereinafter) under a single entity and is thus expected to provide opportunities to unlock potential synergies. The amalgamations pursuant to the Scheme would, inter alia, have the following benefits:
(a) Greater operational and management efficiencies;
(b) Revenue and cost synergies including commonality of customers, sales and supply chain opportunities through enhanced geographical reach which will help in gaining market share, optimization of capital, operational (including promotion) expenditure, leveraging sales and distribution network and simplification of overlapping infrastructure;
(c) Streamlining of business operations and
