Case Details

Case Name: In the matter of NCJ Infrastructure Private Limited and Aniket Tie Up Private Limited

Court/Authority: National Company Law Tribunal, Principal Bench, New Delhi

Case Number: Company Application No. (CAA) 27(PB)/2026

Order Reserved: 14.05.2026

Order Pronounced: 21.05.2026

Judges: Justice Anupinder Singh Grewal (Hon'ble President), Shri Ravindra Chaturvedi (Hon'ble Member Technical)

Legal Framework: Sections 230-232 of Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Parties Involved

Applicant No. 1/Amalgamating Company: NCJ Infrastructure Private Limited

  • Incorporated: 17.07.2002 under Companies Act, 1956
  • Business: Infrastructure and real estate including construction, development and maintenance of roads, highways, buildings, townships, commercial complexes, hospitality, tourism projects
  • Share Capital (as on 31.03.2025): Authorized - ₹1,65,00,000 (16,50,000 equity shares of ₹10 each); Paid-up - ₹1,52,75,000 (15,27,500 shares of ₹10 each)

Applicant No. 2/Amalgamated Company: Aniket Tie Up Private Limited

  • Incorporated: 15.01.2010 under Companies Act, 1956
  • Business: Acquiring, taking over, amalgamating, managing and operating businesses as going concerns with assets, liabilities, goodwill, rights
  • Share Capital: Authorized - ₹8,05,80,000 (80,58,000 equity shares of ₹10 each); Paid-up - ₹1,67,000 (16,700 shares of ₹10 each)

Legal Representation: Mr. Rajeev Kumar, Mr. Anukanksha Singh, Advocates

Issues / Allegations / Violations

This is a first motion application seeking approval for Scheme of Amalgamation where NCJ Infrastructure Private Limited (Amalgamating Company) will amalgamate with Aniket Tie Up Private Limited (Amalgamated Company). No violations or allegations are involved - this is a voluntary corporate restructuring proposal.

Findings & Observations

The Tribunal examined the following documents submitted:

  • Memorandum and Articles of Association of both companies
  • List of directors and board resolutions dated 30.03.2026 approving the Scheme
  • List of shareholders with consent letters (100% consent obtained)
  • Chartered Accountant certificates confirming zero secured and unsecured creditors as on 30.09.2025
  • Latest audited accounts as on 31.03.2025 and provisional accounts for six months ending 31.03.2026
  • Share entitlement report dated 12.03.2026 by SSPA & Co. (IBBI Registration No.: IBBI/RV-E/06/2020/126)
  • Statutory Auditors' certificate confirming conformity with Accounting Standards and Section 133 of Companies Act, 2013
  • Affidavits confirming no pending investigations/proceedings, not a corporate debt restructuring scheme, no reduction of share capital
  • Affidavits regarding sectoral regulators

The Tribunal referenced legal precedents including:

  • Mazda Theatres Pvt. Ltd. v. New Bank of India Ltd. ILR1975DELHI1 (Delhi High Court)
  • Company Appeal (AT) No. 180 of 2019 (NCLAT)

Penalties / Settlements / Directions

No penalties or settlements involved. The Tribunal issued the following directions:

For Applicant No. 1 (Amalgamating Company):

  • Dispensation of shareholder meeting requirement due to 100% consent affidavits
  • No creditor meetings required as there are zero secured and unsecured creditors

For Applicant No. 2 (Amalgamated Company):

  • Dispensation of shareholder meeting requirement due to 100% consent affidavits
  • No creditor meetings required as there are zero secured and unsecured creditors

General Directions:

  • Notice in Form CAA-3 along with Scheme copy, explanatory statement and annexures to be served upon:
  • Central Government through Regional Director (Northern Region)
  • Registrar of Companies, NCT of Delhi & Haryana
  • Official Liquidator, High Court of Delhi
  • Jurisdictional Income Tax Authorities
  • Relevant sectoral regulator(s), if applicable
  • Notices to be sent by registered post/speed post/courier/hand delivery as per Rule 8(2) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Corrective Actions & Future Obligations

Appointed Date: 01.04.2026 as per Scheme

Effective Date: Last date on which all conditions specified in Clause 23 of the Scheme are complied with

Future obligations include:

  • Service of notices to all specified authorities
  • Filing of appropriate application after completion of notice service
  • Compliance with all conditions specified in the Scheme
  • Potential execution of instruments/documents for formal transfer effect if required
  • Filing of necessary particulars/modifications of charges with Registrar of Companies if required

Final Ruling & Enforcement

The Tribunal disposed of the Company Application with the following key determinations:

  • Approved the first motion application for the Scheme of Amalgamation
  • Dispensed with requirements for convening meetings of shareholders and creditors for both companies
  • Directed service of notices to regulatory authorities as specified
  • Clarified that observations are only for first motion stage and not an expression on merits at second motion stage
  • Registry directed to send copy of order to Applicant Companies for necessary steps

The Scheme provides for transfer of all assets, properties, liabilities, and obligations of Amalgamating Company to Amalgamated Company effective from Appointed Date, subject to existing charges and encumbrances as specified in Clause 8.5 of the Scheme.