Authority: National Company Law Tribunal, New Delhi, Court-III

Order Date: 12.06.2026

Case Overview

The National Company Law Tribunal (NCLT) heard a joint first motion application filed by Ananda Industries Private Limited (Transferor Company) and Ananda Foods Limited (Transferee Company) seeking approval for their Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. Both companies are promoted by the same set of promoters and operate in the milk and milk products industry under the common brand "Ananda".

The Scheme proposes to amalgamate Ananda Industries (engaged in trading of milk products) with Ananda Foods (engaged in manufacturing and trading of milk products) with an appointed date of 01.04.2025. The rationale includes integration of manufacturing and trading activities, streamlining operations, reduction in compliance costs, and improved management efficiency.

The Tribunal analyzed consent patterns from stakeholders:

  • Ananda Industries: Has 2 equity shareholders (both consented, ₹25.61 lakh paid-up capital), no secured creditors, and 7 unsecured creditors totaling ₹49.46 crore (3 creditors representing 99.8% value consented)
  • Ananda Foods: Has 7 equity shareholders (all consented, ₹9 crore paid-up capital), 1 secured creditor (₹20.11 crore, no consent), and 5,085 unsecured creditors totaling ₹35.06 crore (only 89 creditors representing 10.98% value consented)

The Tribunal noted that all material documents were filed including Memorandum and Articles of Association, audited financials for FY 2024-2025, unaudited statements for April-December 2025, auditor certificate on accounting treatment conformity, and valuation report.

Final Outcome

The Tribunal:

1. Dispensed with meetings of equity shareholders of both companies due to 100% consent

2. Dispensed with meeting of unsecured creditors of Ananda Industries due to 99.8% consent by value

3. Ordered convening of separate meetings for secured creditor and unsecured creditors of Ananda Foods

4. Appointed Mr. Nithin Chowdary Pavuluri as Chairperson (fee ₹2 lakh), Ms. Maheen Khan as Alternate Chairperson (fee ₹1.5 lakh), and Mr. Shubham Sonthalia as Scrutinizer (fee ₹1 lakh)

5. Directed publication of meeting notices in Business Standard (English) and Jansatta (Hindi) Delhi editions

6. Required serving of notices to regulatory authorities including Regional Director, Registrar of Companies, Official Liquidator, and Income Tax authorities

7. Set quorum requirement at 75% in value for creditor meetings

The application stands disposed of with the Applicant Companies required to comply with the directions and timeline under Rule 15 of the Companies Rules, 2016.

Topics: Corporate Amalgamation, NCLT Proceedings, Creditor Approval