Authority: National Company Law Tribunal Chandigarh Bench, Court-II (Mr. Kaushalendra Kumar Singh, Member (Technical) and Mr. Khetrabasi Biswal, Member (Judicial))

Order Date: 11.06.2026

Case Overview

This Second Motion Petition was filed jointly by Arris Group India Private Limited (Transferor Company) and Vantiva India Private Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013 seeking sanction of their Scheme of Amalgamation. The First Motion Application (CA(CAA)6/Chd/Hry/2025) was allowed on 09.05.2025, dispensing with meetings of shareholders and creditors. The respective Boards of Directors approved the Scheme on 02.12.2024 and 03.12.2024.

In Second Motion proceedings, the Tribunal directed notices to statutory authorities and publication in Business Standard (English, 22.08.2025) and Jansatta (Hindi, 26.08.2025). No objections were received from the public.

The Official Liquidator filed a report with no adverse findings. The Regional Director/RoC raised observations:

  • For Transferor Company: Pending Income Tax disputes of Rs. 5.05 lakhs (AY 2016-17), Rs. 12.285 million (AY 2020-21), and Rs. 16.3005 million (AY 2018-19); substantial trade receivables from holding company Arris Global Limited, UK since 2021.
  • For Transferee Company: Pending Income Tax dispute of Rs. 2.75 million (AY 2016-17); compliance with Section 232(6) regarding fee payable on revised Authorized Share Capital.

The Petitioner Companies responded that all tax demands are disputed and pending before appellate authorities; trade receivables arise from normal business transactions; and undertook to pay requisite fees on enhanced capital.

The Income Tax Department reported:

  • For Transferor Company: Tax demand pending recovery of Rs. 4,72,83,838 (AY 2018-19) and Rs. 9,52,44,330 (AY 2020-21), with appeals pending before ITAT Bengaluru. Refunds of Rs. 28,98,048 (AY 2009-10) and Rs. 9,07,21,512 (AY 2017-18) were adjusted against demands.
  • For Transferee Company: Outstanding demand of Rs. 20 and carry forward loss of Rs. 13,44,35,827 for AY 2024-25. The ITD objected that amalgamation would reduce profits of the resultant entity and its tax liability.

Statutory Auditors certified that the Scheme's accounting treatment complies with Ind AS.

The Tribunal found the Scheme prima facie compliant with the Act, bona fide, and in the interest of shareholders and creditors. It sanctioned the Scheme subject to compliance with all laws and clarified that:

  • The sanction doesn't grant exemption from payment of stamp duty, taxes, or other charges.
  • The ITD is free to examine tax payable and initiate action if the Scheme results in tax avoidance.
  • The sanction doesn't adversely affect ITD's rights regarding past, present, or future proceedings.

Final Outcome

The Scheme of Amalgamation is sanctioned. Arris Group India Private Limited will be dissolved without winding up and all its properties, rights, powers, liabilities, duties, proceedings, contracts, and employees (on terms no less favorable) will transfer to Vantiva India Private Limited effective from the Appointed Date of 01.04.2024. All benefits, entitlements, incentives, and concessions under various laws will also transfer to Vantiva India.

The Transferee Company must file revised MOA/AOA with RoC and pay differential fee for enhanced authorized capital after set-off of fees paid by Transferor Company. Petitioner Companies must file the Order with RoC electronically in e-form INC-28 within 30 days and with Superintendent of Stamps within 60 days.

  • Topics: Corporate Amalgamation, Tax Disputes, Regulatory Approval