2026 Supreme(Online)(NCLT) 2532

NATIONAL COMPANY LAW TRIBUNAL
Brajendra Mani Tripathi, J, Man Mohan Gupta, T
Agrawal Family Food India LLP – Appellant
Versus
Agrawal Snacks Food India LLP – Respondent
CP(CAA)/7(MP)2025

A scheme of amalgamation under Sections 60 and 62 of the LLP Act, 2008 can be sanctioned if fair, reasonable, and not contrary to public interest, subject to compliance with statutory requirements and directions of authorities.

Headnote:(A) Limited Liability Partnership Act, 2008 - Sections 60 and 62 - Limited Liability Partnership Rules, 2009 - Rule 35 - Scheme of Amalgamation - Second motion petition - Sanction of scheme - Transferor LLP amalgamating with Transferee LLP - Both LLPs under common family management - Meetings of Designated Partners, Secured and Unsecured Creditors dispensed with - Notices served on statutory authorities - Reports from Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department considered - Scheme found fair, reasonable, and not contrary to public interest or any law - Subject to compliance with directions regarding MSME dues, accounting treatment of revaluation, income tax demands, compliance with LLP Act and Rules, and payment of costs. (Paras 1, 31, 37-44)

(B) Scheme of Amalgamation - Conditions - Outstanding MSME dues - Transferee LLP to file undertaking to discharge dues - Revaluation of building - Affidavit certified by Statutory Auditors on accounting treatment and compliance with Accounting Standards - Income tax demands - Transferee LLP to file undertaking to discharge demands - Compliance with LLP Act, 2008 and LLP Rules, 2009 - Payment of fee on authorised capital - Costs of Official Liquidator - No exemption from stamp duty, taxes, or other statutory levies. (Paras 37-43)

Facts of the case:
Agrawal Family Food India LLP (Transferor LLP) and Agrawal Snacks Food India LLP (Transferee LLP) jointly filed a second motion petition under Sections 60 and 62 of the LLP Act, 2008 read with Rule 35 of the LLP Rules, 2009, seeking sanction of a Scheme of Amalgamation. Both LLPs are under common management and control of close relatives. The first motion application for dispensing with meetings was allowed on 28.07.2025. Notices were served on the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department. Their reports raised observations on MSME dues, revaluation of building, and income tax demands, which were addressed by the Petitioner LLPs through reply affidavits and undertakings.

Findings of Court:
The Tribunal was satisfied that the Scheme is fair, reasonable, and not contrary to public interest or any provision of law. The observations of statutory authorities were adequately addressed. The Scheme was sanctioned subject to compliance with conditions regarding MSME dues, accounting treatment, income tax demands, compliance with LLP Act and Rules, and payment of costs.

Issues: The main issues were whether the Scheme of Amalgamation should be sanctioned and whether the observations raised by the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department were adequately addressed.

Ratio Decidendi: The Tribunal held that a scheme of amalgamation under Sections 60 and 62 of the LLP Act, 2008 can be sanctioned if it is fair, reasonable, and not contrary to public interest or any law. Compliance with directions of statutory authorities, payment of dues, and adherence to accounting standards are necessary conditions for sanction. The pendency of income tax demands does not per se bar sanction, but the amalgamated entity must undertake to discharge all dues. Result : Petition allowed and Scheme sanctioned subject to conditions.

Table of Content
1. what are the facts and procedural history of the amalgamation petition? (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30)
2. what are the court's observations on the reports of statutory authorities? (Para 31 , 32 , 33 , 36)
3. what are the conditions imposed and the final order sanctioning the scheme? (Para 34 , 35 , 37 , 38 , 39 , 40 , 41 , 42 , 43)

O R D E R

Delivered on 07.05.2026

1. This is a second motion petition for amalgamation jointly filed by AGRAWAL FAMILY FOOD INDIA LLP (hereinafter referred to as 'Petitioner No.1/Transferor LLP') & AGRAWAL SNACKS FOOD INDIA LLP (hereinafter referred to as 'Petitioner No.2/Transferee LLP') under Sections 60 and 62 of the Limited Liability Partnership Act, 2008 read with Rule 35 of the Limited Liability Partnership Rules, 2009, seeking sanction of the Scheme of Amalgamation (hereinafter referred to as the 'Scheme') of Agrawal Family Food India LLP with Agrawal Snacks Food India LLP and their respective Partners and Creditors.

2. The Rationale of the proposed Scheme are stated to be as under:

 The transferor and the transferee LLPs are under the control and management of same group of close relatives. In order to reduce the cost of managing two separate business entities and to make the management of the business operations of two LLPs more effective, it is proposed to amalgamate the transferor LLP into the transferee LLP.

 The transferor and the transferee LLP are profit making going concerns and do not propose to compromise with any of their partners and/or creditors.

 The amalgamation of the transferor LLP into the transferee LLP shall not only reduce the cost of operations but shall also bring the following benefits:

(a) the amalgamation would enable the management to bring the entire business of the two LLPs under one umbrella;

(b) consolidation of the business would lead to a more efficient utilization of capital and create a stronger financial base for future growth of the amalgamated entity;

(c) greater efficiency in cash management of the amalgamated entity and unfettered access to cash-flow generated by the combined business which can be deployed more efficiently to fund growth opportunities;

(d) benefit of operational synergies to the combined entity and greater leverage in operations planning and process optimization;

(e) cost savings are expected to flow from more focused operational efforts, rationalization and standardization of administrative expenses, thereby making the amalgamated LLP a more profitable entity;

(f) pursuant to the provisions of the Income Tax Act, 1961, the amalgamation would enable undertaking of an exercise to optimize the tax incidence on participating entities.

3. The Petitioner LLPs filed a joint application bearing (MP) CA (CAA)

No. 4 of 2025 ('First Motion Application') before this Tribunal seeking to dispense with the meetings of the Designated Partners, Secured Creditors, and Unsecured Creditors of both the Petitioner LLPs. Based on such application, the Hon'ble Tribunal vide order dated 28th July, 2025 was pleased to allow the application and dispensed with the convening and holding of the meetings of the Designated Partners, Secured and Unsecured Creditors of both the Petitioner LLPs.

4. The order dated 28th July, 2025 inter alia directed as under:

5. The Tribunal, vide the said order dated 28th July, 2025, also directed the Petitioner LLPs to serve notice on the Statutory Authorities viz. (i) the Central Government through the Regional Director, North Western Region, Ahmedabad; (ii) the Registrar of Companies, Gwalior; (iii) the Official Liquidator, Indore; and (iv) the concerned Income Tax Authorities of both the Petitioner LLPs, for their representations/comments. The Petitioner LLPs were further directed to publish notice in a Vernacular newspaper 'Choutha Sansar' and English newspaper 'Free Press' circulating in Indore Region, before he

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