Case Details

Case Name: In the matter of Scheme of Amalgamation: Synthetic Marble and Resin Limited, RLG Industries Limited, and Sandhya Mercantile Company Limited

Court/Authority: National Company Law Tribunal (NCLT), Allahabad Bench, Prayagraj

Case Number: CP (CAA) No.12/ALD/2026 IN CA (CAA) No.04/ALD/2026 (Second Motion)

Date of Order: 21st May, 2026

Governing Law: Proceedings filed under Sections 230-232 of the Companies Act, 2013.

Parties Involved

Petitioner No. 1 / Transferor Company: Synthetic Marble and Resin Limited, 63/2, The Mall, 4th Floor City Centre, Kanpur, Uttar Pradesh, India, 208001

Petitioner No. 2 / Transferor Company: RLG Industries Limited, 63/2, The Mall, 4th Floor City Centre, Kanpur, Uttar Pradesh, India, 208001

Petitioner No. 3 / Transferee Company: Sandhya Mercantile Company Limited, 51/27 Naya Ganj Somani Bhawan, Kanpur, Uttar Pradesh, India, 208001

Legal Counsel for Petitioner Companies: Sh. Ankit Misra, PCS

Tribunal Bench: Hon'ble Mr. Praveen Gupta, Member (Judicial) and Hon'ble Mr. Ashish Verma, Member (Technical)

Issues / Allegations / Violations

This is a procedural order in a scheme of amalgamation. There are no allegations or violations noted. The order references a first motion order passed on 08.04.2025 in CA (CAA) No.04/ALD/2026, which had already directed that meetings of Equity Shareholders and Un-secured Creditors be dispensed with for all three companies. It was also noted that there are no Secured Creditors in either the Transferor or Transferee Companies.

Findings & Observations

The Tribunal observed that Section 230(5) of the Companies Act, 2013, read with Rule 8 and Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, provides for the issuance of notices on such petitions to relevant statutory authorities.

Penalties / Settlements / Directions

The Tribunal issued specific directions for the next steps in the amalgamation process:

  • Notices are to be issued to the authorities specified in Section 230(5) of the Companies Act, 2013, read with Rule 8 and Rule 16.
  • Notices must be served by all modes, and an affidavit evidencing proof of service must be filed at least 7 days before the next hearing date.
  • Specific directions for serving notices include:
  • Ministry of Corporate Affairs (Central Government): To be served through the Jurisdictional Regional Director(s).
  • Regional Director, North: Email: rd.north@mca.gov.in; Postal: B-2 Wing, 2nd Floor, Pt. Deendayal Antyodaya Bhawan, CGO Complex, New Delhi – 110003.
  • Registrar of Companies, U.P., Kanpur: Email: roc.kanpur@mca.gov.in; Postal: 2nd Floor, Kendriya Bhawan, GPOA, Fazal Ganj, Kanpur-208012, Uttar Pradesh.
  • Official Liquidator, Allahabad: Email: ol.allahabad@mca.gov.in; Postal: Corporate Bhawan, 9th Floor, Sangam Place, Civil Lines, Allahabad-211001.
  • Income Tax Authorities: Notice to be sent to the Principal Chief Commissioner of Income Tax, Lucknow (Email: lucknow.pccit@incometax.gov.in; Postal: Pratyaksh Kar Bhawan, 57-Ramtirth Marg, Lucknow – 226001) with a request to forward it to the assessing officer having jurisdiction.
  • Reserve Bank of India: Notice to be sent to the RBI office in Kanpur.
  • Notices are also directed to be published in two prominently circulating national daily newspapers, namely "Business Standard" in both English and Hindi languages, Kanpur Edition.
  • All authorities are directed to file any representations within 30 days from the date of receipt of the notice. If no representation is received, it will be presumed they have no objection.
  • The Petitioner Companies must file an affidavit stating any objections received from the public pursuant to the newspaper publication.
  • The Registry is to report before the next hearing on whether any objections have been received.

Corrective Actions & Future Obligations

The Petitioner Companies are obligated to comply with all the aforementioned directions for issuing notices and filing affidavits of service and publication before the next hearing.

Final Ruling & Enforcement

The matter has been listed for further hearing on 23rd July, 2026. The order is a procedural step, and the final sanction of the amalgamation scheme is pending compliance with the notice requirements and the outcome of the next hearing.