2026 Supreme(Online)(NCLT) 2447

NATIONAL COMPANY LAW TRIBUNAL
Labh Singh, J, Rekha Kantilal Shah, TM
Nirmalkunj Barter Limited VS
C.P.(CAA) No. 91/KB/2025 Connected with C.A.(CAA) No. 94/KB/2025

The National Company Law Tribunal sanctioned an amalgamation scheme under Sections 230 and 232 of the Companies Act, 2013, after verifying compliance with all statutory requirements, including consent from shareholders and creditors, dispensation of meetings, and addressing regulatory observations.

Headnote:(A) Companies Act, 2013 - Sections 230(6) and 232(3) - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Scheme of Amalgamation - The Tribunal sanctioned a scheme of amalgamation of four Transferor Companies with one Transferee Company, effective from the Appointed Date of 01-April-2024. The petition was filed under Section 230(6) read with Section 232(3) of the Act for final sanction and confirmation of the scheme. The Tribunal directed the transfer of all property, rights, interests, liabilities, duties, and obligations of the Transferor Companies to the Transferee Company, and ordered the dissolution of the Transferor Companies without winding up from the Appointed Date. (Paras 1, 17)

(B) Companies Act, 2013 - Section 230(1) - Dispensation of Meetings - Meetings of equity shareholders and unsecured creditors were dispensed with due to 100% consent by way of affidavits from shareholders and creditors of all Applicant Companies, and due to the absence of any secured creditors. (Para 13)

(C) MCA Circular No. 09/2019 dated 21.08.2019 - Appointed Date - The Tribunal addressed the Regional Director's observation regarding the appointed date being prior to the date of filing of the application. The Petitioner submitted that the application was filed on 31.03.2025, within one year of the Appointed Date of 01.04.2024, complying with the circular. (Paras 19(b), 5 of Jt. Affidavit)

Facts of the case:
Four Transferor Companies (Nirmalkunj Barter Limited, Ramashray Distributors Limited, RKG Infra Projects Private Limited, and SRK Awas Private Limited) sought to amalgamate with the Transferee Company, Bakshiram Uderam Exports Private Limited, with an Appointed Date of 01-April-2024. The scheme aimed to consolidate business, reduce managerial overlaps, create transparency in shareholding, reduce overheads, and achieve operational efficiency. All companies were under the same management group with common shareholders and directors. The petition was presented after obtaining consent from all shareholders and creditors, and following the first stage order dated 10th June 2025 which dispensed with meetings.

Findings of Court:
The Tribunal found that all statutory formalities for sanctioning the scheme had been duly complied with by the Petitioners. The Official Liquidator reported that the affairs of the Transferor Companies did not appear to have been conducted prejudicially to the interests of members or public interest. The Regional Director's observations regarding filing of Forms MGT-14 and PAS-6, compliance with Section 232(3)(i), payment of stamp duty, and other matters were addressed and satisfied by the Petitioner companies through their rejoinder affidavit. The Tribunal concluded that the Scheme was made bona fide and in the interest of all concerned.

Issues: The main issues included whether the amalgamation scheme was bona fide and in the interest of stakeholders, whether the appointed date complied with MCA guidelines, and whether the statutory and regulatory requirements had been fulfilled.

Ratio Decidendi: The Tribunal sanctioned the scheme based on the satisfaction that all procedural and statutory requirements under Sections 230 and 232 of the Companies Act, 2013, and the relevant rules had been complied with. The scheme was found to be beneficial for business consolidation, operational efficiency, and stakeholder value creation, and no objections were raised by regulatory authorities after compliance with their observations.

Result: Company Petition allowed. The Scheme of Amalgamation was sanctioned, and the Transferor Companies were ordered to be dissolved without winding up from the Appointed Date. Certified copies of the order were directed to be filed with the Registrar of Companies within thirty days. (Paras 17, 19, 20)

Per: Rekha Kantilal Shah, Member (Technical)

1. The instant Company Petition has been filed in the second stage of the proceedings under Section 230(6) read with Section 232(3) ofthe Companies Act, 2013(“Act”)for sanction and confirmation of theSchemeofAmalgamationof with Bakshiram Uderam Exports Private Limited -Transferee Company/

PetitionerCompanyNo.5,fromtheAppointedDatei.e.01-April-2024 A copy of the said Scheme of Amalgamation (“Scheme”) is annexed to the CompanyPetitionmarked-Annexure-AinVolumeIatPageNo51-66.

2. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s)

that,thelistofequityShareholdersofthePetitionerCompaniesason31^stDecember 2024 duly certified by the statutory auditors of the Company are all collectively annexedtotheCompanyPetitionmarked–Annexure–H1,H2,H3,H4andH5in VolumeIIIatPageNo(s).404to413.

3. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s)

that, the list of Nil Secured and Nil Unsecured Creditors in respect of Petitioner CompanyNo. 1as on31^stDecember2024 duly certifiedbythestatutoryauditorsof the Company is annexed to the Company Petition marked as – Annexure –I1 in VolumeIIIatPageNo414to415.

4. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s)

that, the list of Nil Secured Creditors and 1(One) Unsecured Creditors in respect of Petitioner Company No. 2 as on 31st December 2024 duly certified by the statutory auditorsoftheCompanyisannexedtotheCompanyPetitionmarkedas–Annexure –I2inVolumeIIIatPageNo416to417.

5. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s)

that, the list of Nil Secured Creditors and 2(Two) Unsecured Creditors in respect of Petitioner Company No. 3 as on 31^st December 2024 duly certified by the statutory auditorsoftheCompanyisannexedtotheCompanyPetitionmarkedas–Annexure –I3inVolumeIIIatPageNo418to419.

6. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s)

that, the list of Nil Secured and Nil Unsecured Creditors in respect of Petitioner CompanyNo. 4as on31stDecember2024 duly certifiedbythestatutoryauditorsof the Company is annexed to the Company Petition marked as – Annexure – I4 in VolumeIIIatPageNo420to421.

7. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s)

that, the list of Nil Secured and Nil Unsecured Creditors in respect of Petitioner CompanyNo. 5as on31^stDecember2024 duly certifiedbythestatutoryauditorsof the Company is annexed to the Company Petition marked as – Annexure – I5 in VolumeIIIatPageNo422to423.

8. It is submitted by the Ld. Authorised Representative appearing for the Petitioner (s)

thata copyoftheorderpassed bythisTribunalinCompanyApplicationC.A(CAA) No94/KB/2025on10^th June 2025 isannexedtotheCompanyPetitionmarked–

Annexure–MinVolumeIIIatPageNo467to475.

9. It is submitted by the Ld. Authorised Representative appearing for the Petitioner (s)

that the Valuation Report dated 27^th February, 2025 recommending the Swap Ratio hasbeenpreparedbyCAManishGadia,IBBIRegisteredValuer.Acopyofthesaid Report is annexed to the Company Petition marked – Annexure – J (Colly) in VolumeIIIatPageNo424to446.

10. It is submitted by the Ld. Authorised Representative appearing for the Petitioner (s)

that the Board of Directors of the Petitioner Companies have at their respective meeting held on 03^rd March, 2025 have passed resolution adopting the proposed Scheme of Amalgamation. A copy of the Resolution passed by the Board of Directors of the Petitioner Companies are all collectively annexed to the Company Petitionmarked–Annexure–K(Colly)inVolumeIIIatPageNo447to456.

11. It is submitted by the Ld. Authorised Representative appearing for the Petitioner (s)

that the statutory auditors of the Petitioner Companies have all by their certificate dated 10^th March, 2025 confirmed that the Accounting Treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards as prescribed under Sectio

Click Here to Read the rest of this document