Flexim Flow India Amalgamation with Emerson Approved

Case Name: In the matter of Scheme of Amalgamation of Flexim Flow India Private Limited with Emerson Process Management (India) Pvt. Ltd.

Court/Authority: National Company Law Tribunal (NCLT), New Delhi Bench Court-II

Case Number: CA.(CAA)-13/ND/2026

Order Date: 22 May 2026

Relevant Sections: Sections 230-232 of the Companies Act, 2013

Petitioner/Transferor Company: Flexim Flow India Private Limited (CIN: U51909DL2020PTC404174)

Respondent/Transferee Company: Emerson Process Management (India) Private Limited (CIN: U29196MH1981PTC024115)

Legal Representative: Adv. Rajeev Kumar (for Applicant)

Bench: Sh. Ashok Kumar Bhardwaj (Member-Judicial) and Ms. Reena Sinha Puri (Member-Technical)

This is an application under Sections 230-232 of the Companies Act, 2013 seeking directions for:

Dispensing with requirement for convening meeting of Equity Shareholders of Transferor company
Dispensing with requirement for convening meeting of Secured Creditors (none exist)
Dispensing with requirement for convening meeting of Unsecured Creditors of Transferor Company
Directions for sending notices to regulatory authorities under Section 230(5)

The application argues that meetings should be dispensed with because:

100% of shareholders have provided consent/affidavits
No secured creditors exist
Unsecured creditors' rights remain unaffected as no shares are being issued and no compromise is offered
Transferor company is a wholly owned subsidiary of Transferee company

The Tribunal examined judicial precedents including:

Mazda Theatres v. New Bank of India (Delhi High Court) on dispensing with meetings when consent is obtained outside formal meetings
Adobe Properties Private Limited with AMP Motors Private Limited (Delhi High Court) outlining circumstances where meetings can be dispensed with
Eurokids India Pvt. Ltd. (Bombay High Court) regarding amalgamation of wholly owned subsidiaries
Patel Hydro Power Private Limited & Ors. With Patel Engineering Limited (NCLAT) on rights of creditors not being affected in parent-subsidiary amalgamation

The Tribunal observed that:

The proposed amalgamation is between a holding company (Transferee) and its wholly owned subsidiary (Transferor)
The scheme does not affect rights or interests of shareholders or creditors
Net worth of Transferor Company as on 31.12.2025 is ₹4.87 crores
Post-merger net worth of Transferee Company will be ₹1,698.64 crores
The appointed date of the scheme is 1 April 2026

No penalties or settlements are involved as this is a voluntary amalgamation scheme.

The Tribunal directed:

Dispensation of meetings of shareholders and unsecured creditors granted
No meeting required for secured creditors (none exist)
Applicant company to send notices under Section 230(5) to:
Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs
Registrar of Companies, NCT of Delhi & Haryana
Official Liquidator, High Court of Delhi
Jurisdictional Assessing Officer & Principal Chief Commissioner of Income Tax, New Delhi

The application CA (CAA)-13/ND/2026 was allowed on the following terms:

Meetings of shareholders and unsecured creditors dispensed with
Applicant companies to comply with all directions strictly in accordance with applicable laws
Registry to send copy of order to applicant company for necessary steps
Upon completion of notice requirements, applicant companies may move appropriate application for final approval

The amalgamation scheme includes specific provisions for employee protection:

All staff, workmen, and employees shall become employees of Transferee Company without break in service
Terms and conditions of employment not less favorable than existing
Provident Fund, Gratuity Fund, Pension Fund, and other special funds/trusts shall transfer to Transferee Company
Past services will be recognized for terminal benefits calculation
Transferee Company undertakes to abide by existing labor agreements/settlements