Authority: National Company Law Tribunal, Guwahati Bench

Order Date: 10 June 2026

Case Overview

The National Company Law Tribunal (NCLT), Guwahati Bench, comprising Member (Judicial) Shri Rammurti Kushawaha and Member (Technical) Shri Yogendra Kumar Singh, heard a joint petition under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The petition sought sanction of a Scheme of Amalgamation whereby Yeast Developers Private Limited (Transferor Company 1, CIN: U45201AS2008PTC008686) and Amaze Realtors Private Limited (Transferor Company 2, CIN: U70109AS2010PTC009915) would merge with and vest into Amaze Construction Company Limited (Transferee Company, CIN: U45201AS2002PLC006926). All three companies have their registered offices at 303, Amaze Shopping Mall, A. T. Road, Kamrup, Guwahati, Assam-781001.

The rationale for the scheme included operational synergy, financial consolidation, efficient resource management, elimination of duplication in functions, and enhanced shareholder value. The appointed date for the amalgamation was set as 1st April 2025. The first motion application (CA(CAA)/8/GB/2025) was allowed on 12 January 2026, dispensing with meetings of shareholders and creditors based on consent affidavits. Notices were duly served on statutory authorities including the Regional Director (NER), ROC (NER), RBI, Official Liquidator, and Income Tax Department. The Regional Director filed a report dated 26 March 2026, to which the petitioners filed a rejoinder affidavit dated 8 April 2026 undertaking compliance. The second motion petition (CP(CAA)/1/GB/2026) was filed on 28 January 2026, and directions for newspaper publication were complied with via advertisements in 'The Northeast Times' (English) and 'Amar Asom' (vernacular) on 9 May 2026.

The share exchange ratio was determined by IBBI Registered Valuer Ms. Nikita (Registration No. IBBI/RV/05/2022/14880) based on audited financial statements as of 31 March 2025. The approved ratio is 69 equity shares of Rs. 10 each of Amaze Construction Company Limited for every 10 fully paid equity shares of Rs. 10 each held in Yeast Developers Private Limited, and 32 equity shares of Rs. 10 each of Amaze Construction Company Limited for every 10 fully paid equity shares of Rs. 10 each held in Amaze Realtors Private Limited. Fractional entitlements are to be rounded off. The statutory auditors certified that the accounting treatment complies with Section 133 of the Companies Act, 2013.

The Tribunal observed that the scheme is fair, reasonable, and bona fide, beneficial to the companies, and not prejudicial to any stakeholder. All statutory compliances were fulfilled, and no objections were received from the Income Tax Department or other authorities.

Final Outcome

The Tribunal allowed the petition and sanctioned the Scheme of Amalgamation. The appointed date is 1 April 2025. All properties, rights, interests, liabilities, and duties of the transferor companies stand transferred to and vested in the transferee company without further act. All encumbrances, statutory licenses, permissions, and pending proceedings transfer to the transferee company. All employees of the transferor companies become employees of the transferee company without break in service. The transferor companies—Yeast Developers Private Limited and Amaze Realtors Private Limited—stand dissolved without winding up under Section 232(3)(d) of the Companies Act, 2013.

The transferee company is directed to file a revised Memorandum and Articles of Association with the ROC and pay any differential fee for enhanced authorized capital within 30 days of this order. The petitioners must file a schedule of assets of the transferor companies in Form CAA7 within three weeks and lodge the order and scheme with the Superintendent of Stamps for stamp duty adjudication within 60 days. The sanction does not grant immunity from statutory proceedings, and the transferee company remains liable for all past, present, and future liabilities of the transferor companies.

Topics: Corporate Amalgamation, NCLT Approval, Share Exchange Ratio