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2026 Supreme(Online)(NCLT) 2448
NATIONAL COMPANY LAW TRIBUNAL
Labh Singh, Judicial Member, Rekha Kantilal Shah, Technical Member
ALANKAR DEALMARK PRIVATE LIMITED VS
Company Petition (CAA) No. 102/KB/2025 | Company Application (CAA) No. 152/KB/2025
For the Appellants/Petitioners: Neha Somani
For the Respondents: Pankaj Srivastava
A Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013, will be sanctioned when it is procedurally compliant, serves the corporate interest, and provides for the continuation of all legal and tax liabilities by the transferee entity.
Headnote:(A) Companies Act, 2013 - Sections 230(1), 230(6), 232(1), 232(3) and 232(4) - Scheme of Amalgamation - Sanction of scheme - Transferor companies proposed to be merged with transferee company to streamline operations, reduce multiplicity of compliances, and rationalize costs - Statutory authorities duly served - No adverse standing representation against the proposed scheme - Compliance confirmed by auditors and respective boards - Court satisfied with the bona fide nature of the amalgamation and in the interest of all stakeholders - Scheme sanctioned. (Paras 3, 4, 8)
Facts of the case:
Eight companies sought the sanction of a Scheme of Amalgamation where seven companies (Transferor Companies) would merge into the eighth company (Transferee Company). The objective was to consolidate business holdings, improve administrative control, and achieve operational efficiency. The petition followed notices to statutory authorities and compliance with NCLT procedural requirements.
Findings of Court:
The court observed that all requisite statutory formalities, including board resolutions, auditor confirmation, and service of notices to authorities, were complied with. The objections raised by the Income Tax Department were addressed by the assurance that all pending liabilities and proceedings would be continued by the Transferee Company post-merger.
Issues: Whether the proposed Scheme of Amalgamation meets the requirements of the Companies Act, 2013, and whether it serves the interest of the shareholders, creditors, and the public.
Ratio Decidendi: The Tribunal held that where statutory compliances are met and the merger is intended to benefit business operations through cost efficiency rather than being prejudicial to the interests of creditors or the public, the scheme should be sanctioned. Result : Company Petition allowed; Scheme of Amalgamation sanctioned.
| Table of Content |
|---|
| 1. overview of the petition for amalgamation filed under the companies act. (Para 1 , 2 , 3) |
| 2. procedural compliance and rationale for the proposed consolidation of business entities. (Para 4 , 5 , 6) |
| 3. addressal of regulatory and income tax observations regarding the scheme. (Para 7) |
| 4. court's formal order sanctioning the scheme of amalgamation. (Para 8 , 9 , 10 , 11) |
O R D E R
Per: Labh Singh, Member (Judicial)
1. This Court is congregated through hybrid mode.
2. Heard Ms.Neha Somani, Ld.Authorised representative appearing for the petitioner as well as Dy. Director, appearing for the office of RD(ER).
3. The instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) sanctioning the Scheme of Amalgamation of the following Transferor Companies:
| S. No. | Name of the Companies |
|---|---|
| Transferor Company No. 1 | Classic Telefilm Private Limited |
| Transferor Company No. 2 | Comnet Communication Private Limited |
| Transferor Company No. 3 | Constellation Unified Cloud Private Limited |
| Transferor Company No. 4 | Maple Hospitals Limited |
| Transferor Company No. 5 | Maple Solar Energy Limited |
| Transferor Company No. 6 | Mudra Stocks Pvt. Ltd. |
| Transferor Company No. 7 | Ritambara Agents Pvt Ltd |
with the Transferee Company i.e., Alankar Dealmark Private Limited, being the Transferee Company whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date, viz 1st April, 2024 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“Scheme”).
Details of the Petitioner Companies are as follows:
| SL NO. | NAME OF THE COMPANY | COMPANY AS PER THE SCHEME | PARTY TYPE | RELEVANT ANNEXURE, PAGE NO. AND VOLUMEOF THE COMPANY PETITION |
|---|---|---|---|---|
| Appointed Date: 01st April, 2024 | ||||
| I. | Classic Telefilm Private Limited | Transferor Company No. 1 | Petitioner No. 1 | Scheme of Amalgamation along with the Schedule of Assets is annexed to the Company Petition being Annexure- A & B in Volume-I at Page No. 60-104 & 105-110. |
| II. | Comnet Communication Private Limited | Transferor Company No. 2 | Petitioner No. 2 | |
| III. | Constellation Unified Cloud Private Limited | Transferor Company No. 3 | Petitioner No. 3 | |
| IV. | Maple Hospitals Limited | Transferor Company No. 4 | Petitioner No. 4 | |
| V. | Maple Solar Energy Limited | Transferor Company No. 5 | Petitioner No. 5 | |
| VI. | Mudra Stocks Pvt. Ltd. | Transferor Company No. 6 | Petitioner No. 6 | |
| VII. | Ritambara Agents Pvt Ltd | Transferor Company No. 7 | Petitioner No. 7 | |
| VIII. | Alankar Dealmark Private Limited | Transferee Company | Petitioner No. 8 | |
4. The Petition has now come up for final hearing. The Ld. Authorized Representative for the Petitioners submits as follows: -
(a) The Scheme was approved by the respective Board of Directors of all the Petitioner Companies at their meetings held on 15.03.2025. A copy of the Board Resolutions is annexed to the Company Petition as Annexure- L in Volume IV at Page No. 650-665.
(b) The reasons that have necessitated and/or justified the said Scheme of Amalgamation are, inter alia, as follows.
i. In order to consolidate the various holdings into one vehicle, which will provide several benefits including streamlined group structure by reducing the number of legal entities, reducing the multiplicity of legal & regulatory compliances, rationalizing costs, it is intended that the Transferor Companies be amalgamated into Transferee Company;
ii. The amalgamation of the Companies will lead to better administrative control and will be convenient for the management to operate as well. The amalgamation will result in prevention of cost duplication and the resultant operations would be substantially cost efficient. Consequently, the Transferee Company will offer a strong financial structure and facilitate resource mobilization and achieve better cash flows. The synergies created by the amalgamation would increase the operational efficiency and integrate business functions;
iii. Such c
