2026 Supreme(Online)(NCLT) 3020

NATIONAL COMPANY LAW TRIBUNAL
Sunil Kumar Aggarwal, Member (Judicial), Radhakrishna Sreepada, Member (Technical)
SIRIUS ZIP FASTENERS PRIVATE LIMITED VS
CP (CAA) No. 28/BB/2025|CA (CAA)No.29/BB/2024

A scheme of amalgamation under Sections 230-232 of the Companies Act, 2013 can be sanctioned when statutory authorities are satisfied with the Petitioner Companies' responses and undertakings, and the appointed date is set based on the latest available audited financial statements.

Headnote:(A) Companies Act, 2013 - Sections 230 to 232 - Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Scheme of Merger - Sanction of scheme - Appointed date - Where Regional Director and Official Liquidator raised concerns about the appointed date being too old, the court directed the Petitioner Companies to revise the appointed date from 01.04.2023 to 01.04.2024, given that the audited financial statements up to 31.03.2024 had been filed. (Paras 12, 12.1, 13, 16)

(B) Companies Act, 2013 - Section 232(3)(i) - Clubbing of authorized share capital - Where the scheme provided for the authorized share capital of the transferor company to automatically combine with that of the transferee company without payment of stamp duty and fees, it was held to be not in line with the provisions of Section 232(3)(i). The Transferee Company undertook to comply with the section and pay any differential fees after set-off. (Paras 12, 12.1)

(C) Companies Act, 2013 - Section 236 - Purchase of minority shareholding - The scheme provided for the payment of minority shareholders. The court accepted the undertaking of the Transferee Company to transfer the amount due to a missing minority shareholder to the Investor Education and Protection Fund (IEPF) Account. The valuation by a registered valuer and consent of all minority shareholders were noted. (Paras 12, 12.1, 13.1)

(D) Companies Act, 2013 - Section 90 - Significant Beneficial Owners - The Regional Director observed that the Transferee Company, holding 99.73% shares in the Transferor Company, was required to file Form BEN-2. The Petitioner Companies replied that the shares were held by an individual solely in his capacity as a Trustee of a public/charitable trust with indeterminate beneficiaries, and therefore no individual qualified as a Significant Beneficial Owner under the rules. The court accepted this submission. (Paras 12, 12.1)

Facts of the case:
This was a second motion joint petition filed under Sections 230 to 232 of the Companies Act, 2013, seeking sanction of a Scheme of Merger between Sirius Zip Fasteners Private Limited (Transferor Company) and Mercury Management and Technical Services Private Limited (Transferee Company). The meetings of shareholders and creditors had been dispensed with in the first motion. The Regional Director, Official Liquidator, and Income Tax Department filed reports with various observations, including regarding the appointed date, share capital, minority shareholder payments, compliance with Section 90, open charges, and MSME dues. The Petitioner Companies filed a detailed reply providing undertakings and clarifications, along with supporting documents.

Findings of Court:
The court found that the statutory authorities were satisfied by the responses of the Petitioner Companies addressing their concerns. The requisite undertakings were furnished, and there was no impediment to the approval of the scheme. The appointed date was directed to be changed from 01.04.2023 to 01.04.2024. The scheme was approved, making it binding on all directors, shareholders, and creditors of the Petitioner Companies. The court clarified that the order did not grant exemption from stamp duty, taxes, or other liabilities.

Issues: The main issues were the correctness of the appointed date, the compliance with provisions regarding share capital clubbing, purchase of minority shareholding under Section 236, compliance with Section 90 concerning Significant Beneficial Owners, and the satisfaction of open charges and statutory dues.

Ratio Decidendi: The court held that where the statutory authorities raise no further concerns after receiving detailed replies and undertakings from the Petitioner Companies, and where all requisite compliance has been certified, the scheme of amalgamation can be approved. The appointed date is to be set based on the latest available audited financial statements.

Result: C.P. (CAA) No.28/BB/2025 allowed and disposed of. Scheme of Amalgamation sanctioned with the appointed date as 01.04.2024; Petitioner Companies directed to comply with various provisions, including filing the order with ROC and complying with Section 170A of the Income Tax Act, 1961.

Table of Content
1. procedural history and initial directions for amalgamation. (Para 1 , 2 , 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10 , 11)
2. detailed observations by rd/roc on the proposed scheme. (Para 12)
3. official liquidator's report with observations on scheme. (Para 13)
4. income tax department's report on compliance status. (Para 14)
5. court's analysis, approval of scheme and final orders. (Para 15 , 16 , 17 , 18 , 19 , 20)

O R D E R

1. This second motion Joint Petition is filed on 25.04.2025 by the Petitioner Companies under afore-quoted provisions for sanction of Scheme of Merger between the Petitioner Companies w.e.f. the Appointed date or such other date as determined in terms of the Scheme so as to be binding on the shareholders and creditors of all the Companies U/s. 232 of the Act.

2. In the First Motion Application bearing C.A. (CAA)No.29/BB/2024 filed by the Petitioner Companies, the meetings of the Equity Shareholder of the Applicant Companies, Secured and Unsecured Creditors of the Applicant Company No.1 were dispensed with vide order dated 26.02.2025.

3. When the Petition was listed on 04.07.2025, through Video Conferencing, the following directions were issued: -

“…4. In view of the above, issue notice to the authorities specified in Section 230(5) for submitting their representation if any.

5. (a) Petitioner(s) are directed to take steps for issuance of notice to the Central Government, through the Ministry of Corporate Affairs to the Jurisdictional Regional Director(s), Ministry of Corporate Affairs.

(b). Notices to the Regional Director(s) to be sent on rd.ser@mca.gov.in.

(c). Notice to the RoC to be sent on roc.bangalore@mca.gov.in. (d). Notice to the Official Liquidator to be sent on ol.bangalore@mca.gov.in.

(e). Notice to the Income Tax Authorities to be sent on bangalore.pccit@incometax.gov.in (f). Notice to the Statutory Regulators/Sectoral Regulators, if applicable, be issued.

6. Notice is also directed to be published in two prominently circulating national daily newspapers namely “Business Standard” in English Edition and “Kannada Prabha” in Kannada Edition. In terms of Rule 7 of the Companies (Companies Arrangements and Amalgamation) Rules, 2016.

7. All the authorities on receipt of the notice, are directed to file their representation, if any, within 30 days from the date of receipt of the notice. In case, no representation is received, it will be presumed that they have no objection to the proposal.”

4. Pursuant thereto the Petitioner Companies have filed copies of proof of service of notice vide diary No.4787 dated 01.09.2025 along with copies of paper publication carried out.

5. The main objects, dates of Incorporation, authorized, issued and paid-

up share capitals, rationale of the scheme and interest of employees have already been considered while passing the first motion order dated 26.02.2025.

6. The Board Resolutions of the Petitioner Companies dated 15.12.2023, respectively approving the Scheme are annexed as Annexures J & K

7. The Certificate of Statutory Auditors of the Petitioner Companies have been filed to the effect that the proposed accounting treatment as specified in the Scheme and as reproduced in Annexure P & Q to the Petition is in compliance with Accounting Standards notified under Section 133 of the Act, as amended from time to time along with the rules made thereunder, and other generally accepted accounting Principles, as applicable.

8. Affidavits have been filed on behalf of the Petitioner Companies to state that there are no other Sectoral Regulators, No Corporate Debt Restructuring is involved and No Investigations, Litigations or Proceedings pending against the Petitioner Companies or the Directors thereof before any Statutory Authority are pending.

9. The audited financials as on 31.03.2024 and unaudited financial statements of the Petitioner Companies as on 28.02.2025 are attached as Annexures D, E, H & I respectively to the Petition.

10. As per the Scheme, the “Appointed Date” means 01.04.2

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