Authority: National Company Law Tribunal, Mumbai Bench-I

Order Date: 12 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Mumbai Bench heard a petition under Sections 230-232 of the Companies Act, 2013 seeking sanction of a Scheme of Amalgamation involving 19 transferor companies with Edoc Vision Infotech Private Limited as the transferee company. The petition was filed in consonance with the Tribunal's order dated 5 March 2026 in C.A. (CAA) No. 6/MB/2026.

The 19 transferor companies encompass diverse business activities including trading, financial consultancy, pharmaceuticals, infrastructure development, property management, printing solutions, energy, and technology services. All companies are under common management. The Board of Directors of various petitioner companies approved the scheme in meetings held on 3 November, 4 November, and 5 November 2025, with the appointed date fixed as 1 April 2025.

The rationale for the amalgamation includes achieving synergistic linkages, cost economies through business combination, operational rationalization, reduction in administrative expenses, elimination of duplication, better resource utilization, and creating a stronger asset base for business development.

The Regional Director, Western Region, Mumbai raised concerns regarding certain transferor companies having negative net worth as of 31 March 2025 and accumulated losses despite financial statements being prepared on a going concern basis. The Regional Director sought clarification on commercial rationale and protection of creditor and employee interests.

In response, the petitioners submitted that although certain companies have negative net worth, management has evaluated their financial position and believes they shall continue as going concerns, with directors agreeing to extend financial support including personal loans as required. The petitioners undertook that interests of all creditors and employees would remain protected and not be adversely affected.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation, finding it fair and reasonable and not in violation of any legal provisions or public policy. The consideration structure was approved: equity shareholders of 18 transferor companies will receive 1 fully paid-up equity share of face value ₹10 each in Edoc Vision for every 1,000 shares held in their respective companies. For BRV Biotech Private Limited (Transferor Company No. 4), shareholders will receive 195 Edoc Vision shares for every 1 share held.

All 19 transferor companies are dissolved without winding up, with all liabilities transferring to Edoc Vision Infotech Private Limited. However, liabilities for offences committed by officers in default of transferor companies prior to amalgamation shall continue as per Section 240 of the Companies Act, 2013.

The Income Tax Department retains liberty to examine any tax payable resulting from the scheme and take necessary action if tax avoidance is found under Income Tax Act provisions.

The petitioner companies are directed to file a certified copy of the order and scheme with the Registrar of Companies in e-Form INC-28 within 30 days, and with the Superintendent of Stamps for stamp duty adjudication within 60 working days.

  • Topics: Corporate Amalgamation, NCLT Approval, Share Exchange Ratio