Authority: National Company Law Tribunal, New Delhi Bench, Court-V

Order Date: 12 June 2026

Case Overview

The National Company Law Tribunal (NCLT) heard a joint application filed by Amplus Management Services Private Limited (Transferor Company) and Amplus KN One Power Private Limited (Transferee Company) seeking approval for a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. Both companies are wholly owned subsidiaries of Amplus Energy Solutions Pvt Limited and share the same registered office at A-57, DDA Sheds, Okhla Industrial Area, Phase-II, New Delhi.

The Transferor Company (CIN: U74999DL2018PTC331886) was incorporated on 03.04.2018 with authorized share capital of ₹60 crore and paid-up capital of ₹58.54 crore. The Transferee Company (CIN: U74110DL2017PTC318318) was incorporated on 29.05.2017 with authorized share capital of ₹52 crore and paid-up capital of ₹51.09 crore.

The rationale for amalgamation includes simplification of corporate structure, elimination of administrative redundancies, consolidation of manpower and operational resources, economies of scale, unified accounting and compliance, improved cash flow management, and optimal utilization of combined assets.

The appointed date for the scheme is 01.04.2025. The share exchange ratio, as determined by M/s Tattvam Valuers LLP (IBBI Registration No. IBBI/RV-E/02/2021/156), is 1.79 fully paid-up equity shares of the Transferee Company (₹10 each) for every 1 fully paid-up equity share of the Transferor Company (₹10 each).

The scheme includes provisions for employee protection, stating that all employees of the Transferor Company will become employees of the Transferee Company without break in service and on terms not less favorable. All employee benefit funds and obligations will transfer to the Transferee Company.

Final Outcome

The NCLT disposed of the application with the following directions:

  • Meetings of equity shareholders and unsecured creditors of both companies are dispensed with since consent thresholds under Section 230(9) were met (100% shareholder consent and 97.07%/95.22% unsecured creditor consent by value)
  • The applicant companies must send notices in Form CAA-3 along with the Scheme, Explanatory Statement, and disclosures to: Central Government through Regional Director (Northern Region), Registrar of Companies (NCT of Delhi & Haryana), Official Liquidator of Delhi High Court, Jurisdictional Income Tax Department, and any relevant sectoral regulators
  • Authorities have 30 days to respond, after which silence will be construed as no objection
  • Companies must provide copies of the Scheme free of charge to any creditor upon request

The application was represented by Advocate Kartikeya Goel, with affidavits filed by Sanjeet Kumar Agrawal (Transferor Company) and Shantanu Mishra (Transferee Company).

Topics: Corporate Amalgamation, NCLT Approval, Company Restructuring