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2026 Supreme(Online)(NCLT) 2776
NATIONAL COMPANY LAW TRIBUNAL
ASHIKA CREDIT CAPITAL LIMITED VS
C.P.(CAA) - 5/2026
For the Petitioner:MADAN KUMAR MAROTI
Sanction of a Composite Scheme of Amalgamation under Sections 230 and 232 of the Companies Act, 2013, requires compliance with all statutory formalities, including no-objections from regulators and consent of stakeholders.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Composite Scheme of Amalgamation - Tribunal has sanctioned the scheme upon satisfaction of statutory compliances, including no-objections from sectoral regulators and consent from shareholders and creditors. (Paras 2, 30)
(B) Company Law (Amalgamation) - Requirements for sanction - For sanctioning a scheme, the Tribunal must be satisfied that all statutory requirements under Sections 230 and 232 have been complied with, including notice to regulatory authorities, filing of valuation reports, and addressing observations of the Regional Director. The scheme must be bona fide and in the interest of all concerned. (Paras 25, 26)
Facts of the case:
The petition was filed under Sections 230(6) and 232(3) of the Companies Act, 2013, for sanction of a Composite Scheme of Amalgamation involving three companies: the Transferor Company, the Amalgamating Company, and the Amalgamated Company. The scheme proposed the amalgamation of the Transferor Company into the Amalgamating Company, followed by the amalgamation of the Amalgamating Company into the Amalgamated Company. The Amalgamated Company is a listed company. The Reserve Bank of India and the stock exchange had issued their no-objections/observations. The Board of Directors had approved the scheme and a valuation report recommending the swap ratio was submitted. Meetings of shareholders and creditors were dispensed with based on consents and a paid-off status. Notices were served on regulatory authorities. The Regional Director and Official Liquidator filed reports, and the petitioners filed a rejoinder addressing the RD's observations, including undertakings on employee protection, change of name, stamp duty, and compliance with Section 232(3)(i).
Findings of Court:
The Tribunal, after perusing the records and considering the submissions from all parties, including the RD and OL, found that all statutory formalities had been complied with, the scheme was made bona fide and in the interest of all concerned, and no adverse report was received from the OL. The Tribunal accepted the undertakings given by the petitioners in response to the RD's observations. Consequently, the Tribunal sanctioned the Composite Scheme of Amalgamation.
Issues: The main issues were whether the Composite Scheme of Amalgamation met all the statutory requirements under the Companies Act, 2013, and whether it was fair and in the interest of the shareholders, creditors, and the public.
Ratio Decidendi: The court sanctioned the scheme because all statutory requirements under Sections 230 and 232 were met, including no-objections from the RBI and BSE, consent from shareholders and creditors, and satisfactory responses to the RD's observations, confirming the scheme was bona fide and in the public interest. Result : Petition allowed; Composite Scheme of Amalgamation sanctioned. The Transferee Company and the Amalgamating Company shall stand dissolved from the effective date.
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| 1. the court examines the procedural background and details of the composite scheme of amalgamation. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21 , 22 , 23) |
| 2. the object of the petition is to obtain sanction of the court for the composite scheme of amalgamation. the reasons justifying the scheme are also discussed. (Para 24 , 25) |
| 3. the court considers the representations from the official liquidator and the regional director, addressing their observations. (Para 26 , 27 , 28 , 29) |
| 4. the court sanctions the scheme, orders its implementation, and disposes of the petition. (Para 30 , 31 , 32) |
IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, KOLKATA, COURT NO. II Company Petition C.P.(CAA) No 5/(KB)/2026 Connected with Company Application C.A.(CAA) No 196/(KB)/2025 A Petition under section 230 read with section 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions of law In the matter of:
Composite Scheme of Amalgamation (Second Motion):
AND In the Matter of:
ASHIKA COMMODITIES & DERIVATIVES PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act,1956 (CIN: U51909WB2003PTC096985) incorporated on17th September,2003and having its Registered Office at Trinity, 226/1 A.J.C. Bose Road, 7th Floor, Kolkata, West Bengal, India,700020 in the State of West Bengal within the aforesaid jurisdiction;
.... Transferor Company For Part II /
Petitioner No 1 AND In the Matter of:
ASHIKA GLOBAL SECURITIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act,1956 (CIN: U65929WB1995PTC069046) incorporated on 8th March, 1995 and having its Registered Office at Trinity, 226/1 A.J.C. Bose Road, 7th Floor, Kolkata, West Bengal, India,700020 in the State of West Bengal within the aforesaid jurisdiction;
.... Amalgamating Company /
Petitioner No 2 AND In the Matter of:
ASHIKA CREDIT CAPITAL LIMITED, a company incorporated under the provisions of the Companies Act, 1956 (CIN: L67120WB1994PLC062159) incorporated on 8th March,1994 and having its Registered Office at Trinity, 226/1 A.J.C.Bose Road, 7th Floor, Kolkata, ,,West Bengal, India,700020in the State of West Bengal within the aforesaid jurisdiction;
.... Amalgamated Company /
Petitioner No 3 AND In the Matter of:
1. ASHIKA COMMODITIES & DERIVATIVES PRIVATE LIMITED
2. ASHIKA GLOBAL SECURITIES PRIVATE LIMITED
3. ASHIKA CREDIT CAPITAL LIMITED …. …. …. PETITIONERS Order pronounced on : 08/05/2026 Coram:
Mr.Labh Singh, Member (Judicial)
Ms.Rekha Kantilal Shah, Member (Technical)
Present Appearance via video conference/physically Ms.Manju Bhuteria,Sr. Adv. ] For the Petitioner Ms.Aisha Amin,Adv. ] Ms.Rashika Patodia,Adv. ]
Mr.Gaurav Gupta,Dy. Director ]For the office of R.D.(ER) MCA
O R D E R
Per: Labh Singh, Member (Judicial)
1. Heard Ms. Manju Bhuteria,Ld.Sr. Counsel for the petitioner as well as Deputy Director for the office of RD(ER).
2. The instant Company Petition has been filed in the second stage of the proceedings under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“Act”) for sanction and confirmation of the Composite Scheme of Amalgamation which provides for:
i. amalgamation of Ashika Commodities & Derivatives Private Limited (ACDPL or Transferor Company) with and into Ashika Global Securities Private Limited (AGSPL or Transferee Company or Amalgamating Company) with effect from the Appointed Date 1st April 2025 or such other date as may be agreed between the Companies and approved by the Appropriate Authority in Part II of the Scheme.
ii. amalgamation of Ashika Global Securities Private Limited (Transferee or Amalgamating Company) with and into Ashika Credit Capital Limited (ACCL or Amalgamated Company) with Transfer Date or Appointed Date 1st April, 2025 or such other date as may be agreed between the Companies and approved by the Appropriate Authority immediately after giving effe
