The Tribunal approved the amalgamation of two closely held companies promoted by the same family, ruling that the scheme was fair, reasonable, and compliant with the Companies Act, 2013, and accounting standards, resulting in the dissolution of the transferor company without winding up.

Per: Coram

1) Heard the Ld. Counsel for the Petitioner Companies. Except otherwise stated, neither objector has come before this Tribunal to oppose the Scheme and nor has any party controverted any averments made in the Petitions to the said Scheme.

2) The present scheme is a Scheme of Amalgamation of Nanomold Dynamics Private Limited (“Transferor Company” or “Petitioner Company No. 1”) with CCL Optoelectronics Private Limited (“Transferee Company” or “Petitioner Company No. 2”) and their respective Shareholders and Creditors, under Section 230(1) of the Companies Act, 2013 (“Act”) read with Rules 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3) The Transferor Company, incorporated under the Companies Act, 2013 on 20.10.2023, has its registered office at EL-38. MIDC, Mahape, Ghansoli, Thane, Rabale, Mumbai- 400701. It is engaged in the business of manufacturing moulded industrial accessories of plastics. The Authorized Capital of Transferor Company as on 31.03.2025 is Rs. 5,00,000/- (Rupees Five Lakhs Only) divided into 50,000 equity shares of Rs. 10/- each.

4) The Transferee Company, incorporated under the Companies Act, 1956 on 30.06.2000, has its registered office at EL-38, Electronics Zone, MIDC, Mahape, Navi Mumbai. Mumbai- 400710. The Company is engaged in the business of manufacturing customized passive fiber optics products and solutions for the telecom industry. The Authorized Capital of the Transferee Company is Rs. 20,00,000/- (Rupees Twenty Lakh Only) divided into 10,00,000 Equity shares of Rs. 1/- each and 10,000 Equity shares of Rs. 100/- each.

5) Ld. Counsel for the Petitioner Companies submit that the Scheme has been approved by the Board of the Directors of the Petitioner Companies at their respective meeting held on 29.01.2026. The Appointed Date for the Scheme is 1st April 2025.

6) The registered offices of the Petitioner Companies are situated in Maharashtra and is within the territorial jurisdiction of the Tribunal.

7) The Transferor and Transferee Companies have filed their Memorandum of Association and Article of Association, along with their audited financial statements as on 31.03.2025 and Provisional financial Statements as on 30.11.2025. The MOA reflects that the Companies are empowered to carry out arrangements between shareholders and creditors by way of merger / demerger.

8) Ld. Counsel for the Petitioner Companies further submits that the management of the Petitioner Company and Non-Petitioner Companies believe that Amalgamation of Petitioner Company and Non-Petitioner Companies would have, inter alia, the following benefits:

“a) The Transferor Company and the Transferee Company are closely held, managed, controlled and promoted by the same family and therefore with a view to maintain simple corporate structure and eliminate duplicate corporate procedures it is desirable to merge the Transferor Company and Transferee Company.

b) The Transferor Company owns a land parcel which the Transferee Company wishes to exploit for its business expansion.

c) The proposed amalgamation shall lead to a single company with rationalized structure, greater integration, financial strength and flexibility aiding in achieving economies of scale, sourcing benefits, vendor rationalization, more focused operational efforts, standardization and simplification of business processes and productivity improvements.

d) The Transferor Company would be dissolved without being wound up, thereby ensuring a seamless transfer of all the assets and liabilities of the Transferor Company i