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2026 Supreme(Online)(NCLT) 2841
NATIONAL COMPANY LAW TRIBUNAL
Cheekati Radha Krishna, Judicial Member, Rekha Kantilal Shah, Technical Member
DURO FLEX EXPORTS PVT.LTD. VS
C. P.(CAA) No. 98/KB/2025|C. A. (CAA) No. 126/KB/2025
Important Points
Subject
Corporate Law - Mergers and Acquisitions
Act Referred
Headnote
Facts of the case:
The petitioners, comprising three transferor companies and one transferee company, entered into a scheme of amalgamation. They sought the Tribunal's sanction under the Companies Act, 2013, to merge the transferor companies into the transferee company to reduce managerial overlaps, create transparency, and improve operational efficiency. The meetings of shareholders and creditors were previously dispensed with by the Tribunal.
Findings of Court:
The Tribunal sanctioned the scheme, directing that the transferor companies stand dissolved without winding up from the effective date, and assets/liabilities be transferred to the transferee entity. All regulatory requirements were satisfied, and the Regional Director's observations were addressed by the petitioners' joint affidavit.
Issues: Whether the proposed scheme of amalgamation meets the statutory requirements of the Companies Act, 2013, and whether it serves the interests of shareholders, creditors, and the public.
Ratio Decidendi: Where a scheme is bona fide, in the interest of shareholders, complies with statutory requirements, and receives no objections from regulatory authorities, the Tribunal will sanction the amalgamation to facilitate business consolidation and operational efficiency.
Result: Petition allowed; Scheme of Amalgamation sanctioned.
For the Appellants/Petitioners: Jyoti Mandal
For the Respondents: Gaurav Gupta
| Table of Content |
|---|
| 1. petitioners fulfilled all statutory requirements for the scheme of amalgamation. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16) |
| 2. regulatory concerns from rd addressed; scheme sanctioned per statutory compliance. (Para 17 , 18) |
| 3. the petition is disposed of and formal orders are issued for the scheme. (Para 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) of the Companies Act, 2013 (“Act”) for sanction and confirmation of the Scheme of Amalgamation of
| Duro Flex Exports Private Limited | Transferor Company No. 1 / Petitioner Company No. 1 |
| Fine Vanijya Private Limited | Transferor Company No. 2 / Petitioner Company No. 2 |
| Honour Marketing Private Limited | Transferor Company No. 3 / Petitioner Company No. 3 |
A copy of the said Scheme of Amalgamation (“Scheme”) is annexed to the Company Petition marked - Annexure -A in Volume I at Page No 44-58.
2. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s) that, the list of equity Shareholders of the Petitioner Companies as on 31st December 2024 duly certified by the statutory auditors of the Company are all collectively annexed to the Company Petition marked – Annexure – G1, G2, G3 and G4 in Volume II at Page No(s). 290 to 297.
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 Company No. 1 as on 31st December 2024 duly certified by the statutory auditors of the Company is annexed to the Company Petition marked – Annexure –H1 in Volume II at Page No 298 to 299.
4. 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. 2 as on 31st December 2024 duly certified by the statutory auditors of the Company is annexed to the Company Petition marked – Annexure – H2 in Volume II at Page No 300 to 301.
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 31st December 2024 duly certified by the statutory auditors of the Company is annexed to the Company Petition marked – Annexure – H3 in Volume II at Page No 302 to 303.
6. It is submitted by the Ld. Authorised Representative appearing for the Petitioner(s) that, the list of 2 (Two) Secured Creditors and 35 (Thirty Five) Unsecured Creditors in respect of Petitioner Company No. 4 as on 31st December 2024 duly certified by the statutory auditors of the Company is annexed to the Company Petition marked – Annexure – H4 in Volume II at Page No 304 to 307.
7. It is submitted by the Ld. Authorised Representative appearing for the Petitioner (s) that a copy of the order passed by this Tribunal in Company Application C.A(CAA) No 126 / KB / 2025 on 10th June 2025 is annexed to the Company Petition marked – Annexure – L in Volume III at Page No 345 to 356.
8. It is submitted by the Ld. Authorised Representative appearing for the Petitioner (s) that the Valuation Report dated 22nd February, 2025 recommending the Swap Ratio has been prepared by CA Manish Gadia, IBBI Registered Valuer. A copy of the said Report is annexed to the Company Petition marked – Annexure – I (Colly) in Volume III at Page No 308 to 325.
9. 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 24th February, 2025 have passed resolution adopting the proposed Scheme o
