2026 Supreme(Online)(NCLT) 2140

NATIONAL COMPANY LAW TRIBUNAL
ASSAM TIMBER PRODUCTS PRIVATE LIMITED VS
C.P.(CAA) - 3/2021

The Tribunal has the power to modify the appointed date while sanctioning a scheme of amalgamation, and a scheme can be sanctioned after earlier deficiencies have been remedied and statutory authorities confirm compliance.

Headnote:(A) Companies Act, 2013 - Sections 230, 231, 232 - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Amalgamation - Sanction of Scheme - Directions regarding change in appointed date.

(B) The Tribunal has the power and discretion to change the appointed date while sanctioning a scheme of amalgamation. The court is not expected to interfere with a decision simply because another view is possible; it is only to see that the decision is based on proper reasoning and compliance with law. A scheme of amalgamation must be fair, reasonable, lawful, and not opposed to public interest or corporate governance norms.

(C) Regional Director - Role and report - Upon the report of the Regional Director confirming compliance with statutory requirements including filing of consolidated financial statements for subsequent years and compounding of defaults, and where no complaints or adverse representations were received against the proposed Scheme, the Tribunal may sanction the Scheme. (Paras 24, 25, 32, 33)

Facts of the case:
This petition was filed under Section 232(3) of the Companies Act, 2013, seeking sanction of a Scheme of Amalgamation whereby the Transferor Company would amalgamate with the Transferee Company with effect from 1st April, 2019. The petition had been previously dismissed by the Tribunal on 13.04.2023 due to non-compliance with statutory requirements. On appeal, the NCLAT remanded the matter back to the Tribunal for reconsideration. The Regional Director, North Eastern Region, submitted a report stating that the Petitioner Companies had addressed the earlier deficiencies, including filing compounding applications for non-filing of consolidated financial statements (which had been compounded) and filing of consolidated financial statements for subsequent years. The Regional Director also recommended that the appointed date be modified to 1st April, 2025 due to the considerable lapse of time. The Petitioner Companies filed a rejoinder accepting this modification. The Official Liquidator reported that the affairs of the companies were not conducted in a manner prejudicial to public interest.

Findings of Court:
The Tribunal held that the Petitioner Companies had duly addressed all prior observations and complied with the requisite statutory requirements as well as the observations previously recorded by the Tribunal. The explanations and undertakings given by the Petitioners in their rejoinder, including the undertaking to comply with the modified appointed date of 1st April, 2025, were found satisfactory. The Scheme was sanctioned, subject to the modified appointed date, and the Transferee Company was directed to pay applicable stamp duty and file a schedule of assets within 60 days. (Paras 25, 26, 27. 34, 40, 41)

Issues: The main issues were whether the Petitioner Companies had sufficiently addressed the deficiencies previously noted by the Tribunal, whether the appointed date should be modified due to the passage of time, and whether the Scheme was fair, reasonable, and in compliance with law.

Ratio Decidendi: The court ruled that where the Petitioner Companies have addressed the deficiencies noted in an earlier order (including filing compounding applications for non-filing of consolidated financial statements, filing of consolidated financial statements for subsequent years, and providing adequate explanations regarding the shifting of the registered office and publication of advertisements), and where the statutory authorities (Regional Director, Official Liquidator) have submitted favorable reports, the Scheme may be sanctioned. The court also held that the Adjudicating Authority has the power to change the appointed date while sanctioning the Scheme. (Paras 24, 25, 30, 31, 32)

Result: Petition allowed. Scheme of Amalgamation sanctioned with effect from 1st April, 2025. Transferor Company to stand dissolved without winding up. Directions issued for filing of schedule of assets and compliance with stamp duty requirements.

01 NATIONAL COMPANY LAW TRIBUNAL GUWAHATI BENCH GUWAHATI ORDER SHEET OF THE HEARING ON 13^th APRIL 2026 (CA(CAA)/4/GB/2021)

Present: 1. Hon’ble Member (Judicial), Shri Rammurti Kushawaha

2. Hon’ble Member (Technical), Shri Yogendra Kumar Singh Appearances (via video conferencing/physically)

For Petitioner (s) : Ms. N. Somani, CS

ORDER

Order pronounced in open Court vide separate sheets.

Sd/- Sd/-

Yogendra Kumar Singh Rammurti Kushawaha Member (Technical) Member (Judicial)

Shubham (PS)

NATIONAL COMPANY LAW TRIBUNAL GUWAHATI BENCH GUWAHATI An Application under Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for sanction of Scheme of Amalgamation;

In the Matter of:

Ravi Marketing & Services Private Limited, a company incorporated under the provisions of the Companies Act, 1956 (CIN: U67120AS1986PTC019084) and having its registered office at P.O Rupai Siding Doom Doomda, Tinsukia, Assam– 786153;

… Transferor Company/Petitioner Company No.1 -And-

Assam Timber Products Private Limited, a company incorporated under the Companies Act, 1956 (CIN: U20211AS1979PTC001789) and having its registered office at Makum Road, Tinsukia, Assam– 786125;

… Transferee Company/Petitioner Company No.2 Coram:

Shri Rammurti Kushawaha : Member (Judicial)

Shri Yogendra Kumar Singh : Member (Technical)

Appearances (through video conferencing/physically):

For Applicant(s) : Ms. N. Somani, PCS For Respondent (s) : Mr. K. Aravind, AD for RD NER Order pronounced on: 13.04.2026 As per Bench

1. The present Company Petition has been filed under Section 232(3) of the Companies Act, 2013 (“Act”), seeking sanction of this Tribunal to the Scheme of Amalgamation (“Scheme”) proposed to be made between Ravi Marketing & Services Private Limited (RMSPL) (“Transferor Company”) with Assam Timber Products Private Limited (ATPPL) (“Transferee Company”) and their respective shareholders whereby and whereunder the entire undertaking of the Transferor Company, as a going concern, together with all its assets and liabilities will stand transferred to and vested in the Transferee Company with effect from 1st of April, 2019 (“Appointed Date”) in a manner as provided in the scheme of amalgamation, duly approved by the shareholders of the Petitioner Companies, through their written consent by way of affidavits and by the secured creditors of the Transferee Company through their No-objection Certificates and by the unsecured creditors of the Transferee Company in the meeting held pursuant to the order of the Tribunal 20th January, 2021. The Petitioner Companies pray for the following reliefs:

1.1 The said scheme of amalgamation, being ‘Annexure A’, be sanctioned by the Tribunal as to be binding on all the equity shareholders of the Petitioner companies and all concerned with effect from 1st April, 2019;

1.2 All the assets and properties and interest of the Transferor Companies be transferred without any further act or deed to Transferee Company and become the assets and vest in the Transferee company with all the estate and interest of Transferor Company pursuant to Section 232 read with Section 230 of the Companies Act, 2013;

1.3 All the liabilities and duties of the Transferor Companies be transferred without further act or deed to Transferee Company and shall become liabilities and duties of Transferee Company pursuant to section 232 read with Section 230 of the Companies Act, 2013;

1.4 All employees of the Transferor Companies to be transferred to the Transferee Company;

1.5 All proceedings and/or suit and/ appeals now pending by or against the Transferor Companies shall be continued by or against Transferee Company;

1.6 Leave be granted to the petitioners to file schedule of Assets of the Transferor Company within such time as this Hon’ble Bench may direct;

1.7 Notice of hearing to be advertised in an English newspaper and in a newspaper in vernacular language, as deemed

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