Detailed Summary

Key Dates

  • Appointed Date: 01.10.2024
  • NCLT Order Date: 05.08.2026
  • Certified Copy Received: 20.08.2026
  • Company Application Filing Date: 28.01.2026 (e-filed)
  • Shareholder Meeting Date: 28.03.2026

Parties Involved

  • Transferor Company: Vitanosh Ingredients Private Limited (CIN: U15100GJ2019PTC158121)
  • Transferee Company: Lactose (India) Limited (CIN: L15201GJ1991PLC015186)
  • Regulatory Authorities: NCLT Ahmedabad Bench, Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, BSE Limited
  • Valuer: Mr. Abhishek Tiwari, Registered Valuer (IBBI/RV/07/2020/13456)

Financial Details

Vitanosh Ingredients Private Limited (Transferor Company)

  • Incorporated: 30.10.2019
  • Authorized Share Capital (as on 31.03.2025): ₹2,00,00,000/-
  • Paid-up Share Capital (as on 31.03.2025): ₹2,00,00,000/-
  • Financial Performance (2024-25): Revenue from Operations ₹34,68,500/-, Other Income ₹7,42,340/-, Loss Before Tax ₹(2,36,39,520)/-

Lactose (India) Limited (Transferee Company)

  • Incorporated: 11.03.1991
  • Listed on: BSE Limited
  • Authorized Share Capital (as on 31.03.2025): ₹15,00,00,000/-
  • Paid-up Share Capital (as on 31.03.2025): ₹12,58,90,000/-
  • Financial Performance (2024-25): Revenue from Operations ₹116,39,93,000/-, Other Income ₹1,45,39,000/-, Profit Before Tax ₹6,91,78,000/-

Scheme Consideration

  • Share Exchange Ratio: 0.7946 equity shares of Lactose (India) Limited (face value ₹10/-) for every 1 fully paid-up equity share of Vitanosh Ingredients Private Limited (face value ₹10/-)
  • Valuation Date: 23.10.2024
  • Valuation Report by: Abhishek S. Tiwari, Registered Valuer

Rationale of Scheme

  • Manufacturing Synergy: Combined production capacity increases from 10,000 MT/annum to 15,000 MT/annum
  • Capability Enhancement: Transferee Company gains production of Refined Lactose powder from Transferor Company's state-of-the-art facility
  • Market Access: Broader customer base including homeopathy & pulmonary medicine sectors
  • Cost Synergies: Combined procurement, administrative optimization, and economies of scale
  • Time Efficiency: Acquisition of pre-established facility avoids 3-4 years required for new plant setup

Regulatory Proceedings

  • First Motion Application: CA(CAA)/3(AHM)2026 filed on 29.01.2026, order dated 12.02.2026
  • Second Motion Petition: CP(CAA)/19(AHM)2026 filed on 10.04.2026 (e-filed 08.04.2026)
  • Equity Shareholder Meeting: Convened on 28.03.2026, resolution approved with requisite majority
  • Regulatory Authorities Served: Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, BSE Limited

Key Observations and Undertakings

Regional Director's Observations:

  • Companies justified Appointed Date of 01.10.2024 due to completed valuation and regulatory filings
  • Transferee Company undertook to preserve books of accounts per Section 239 of Companies Act, 2013
  • Companies committed to pay necessary stamp duties on transfer of properties/assets
  • Surplus/deficit from amalgamation to be adjusted against Capital Reserve of Transferee Company

Registrar of Companies Observations:

  • Companies clarified that certain credit facilities did not require charge registration as no security interest was created on company assets

Official Liquidator Observations:

  • Transferor Company filed audited accounts up to 31.03.2025
  • No deposits accepted under Section 73 of Companies Act, 2013
  • No pending winding up proceedings against petitioner companies

Income Tax Department:

  • No report filed despite service of notice
  • NCLT order preserves rights of Income Tax Department to examine tax implications

NCLT Directives and Conditions

1. Scheme sanctioned and binding on all parties effective from Appointed Date 01.10.2024

2. Transferor Company dissolved without winding up

3. Transferee Company to comply with all SEBI regulations and BSE directions

4. All properties, rights, and powers of Transferor Company transferred to Transferee Company

5. All pending proceedings against Transferor Company to continue against Transferee Company

6. All employees of Transferor Company to be absorbed by Transferee Company without interruption of service

7. All tax benefits and liabilities of Transferor Company to vest in Transferee Company

8. Books of accounts to be preserved as per Section 239 of Companies Act, 2013

9. Certified copy of order to be filed with Registrar of Companies within 30 days

10. Stamp duty to be paid within 60 days of adjudication under Gujarat Stamp Act, 1958

11. Legal fees: ₹50,000 to Regional Director, ₹25,000 to Official Liquidator, payable by Transferee Company

12. Statutory Auditors to ensure proper accounting treatment per Section 133 of Companies Act, 2013

Additional Information

  • Application Number: C.P.(CAA)/19(AHM)2026 IN C.A.(CAA)/3(AHM)2026
  • NCLT Bench: Division Bench, Court-1, Ahmedabad
  • Hon'ble Members: Mr. Shammi Khan (Judicial), Mr. Sanjeev Sharma (Technical)
  • Appearances: Mr. Raimeen Maradiya (PCS) for Petitioner Companies, Mr. Shiv Pal Singh (Deputy Director) for Regional Director, Mr. Anand Palodara for Income Tax Department, Mr. Sandip Tupe for Official Liquidator