Authority: National Company Law Tribunal, Mumbai Court-IV (Shri Anil Raj Chellan, Member (Technical) and Shri K.R. Saji Kumar, Member (Judicial))

Order Date: 22 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Mumbai heard an application filed under Sections 230 to 232 of the Companies Act, 2013, seeking directions for convening meetings or dispensation of meetings of shareholders and creditors regarding a Scheme of Amalgamation. The scheme involves the amalgamation of Assystem India Limited (Transferor Company-1) and ASY Engineering Private Limited (Transferor Company-2) with STUP Consultants Private Limited (Transferee Company). Both transferor companies are wholly-owned subsidiaries of the transferee company.

The Board of Directors of all applicant companies approved the Scheme in their respective meetings held on 02 December 2025. The appointed date fixed for the Scheme is 01 April 2026.

The rationale for the amalgamation includes creating operational synergies, achieving economies of scale, easier financial support, more efficient capital utilization, employee growth opportunities, simplified compliance structure, improved management oversight, cost savings through legal entity rationalization, and reduction of administrative responsibilities.

The companies involved are engaged in engineering consultancy services: Transferor Company-1 in engineering consultancy; Transferor Company-2 in engineering and technology services for civil, structural, mechanical, electrical works, and energy sector business; and Transferee Company in engineering and technical consultancy.

Financial Details

  • Assystem India Limited: Authorized share capital of ₹3.60 crore (36,00,000 equity shares of ₹10 each); Issued, subscribed and paid-up share capital of ₹3.60 crore
  • ASY Engineering Private Limited: Authorized share capital of ₹4.55 crore (9,10,000 equity shares of ₹50 each); Issued, subscribed and paid-up share capital of ₹4.55 crore
  • STUP Consultants Private Limited: Authorized share capital of ₹5.00 crore (5,00,000 equity shares of ₹100 each); Issued, subscribed and paid-up share capital of ₹41,13,500 (41,135 equity shares of ₹100 each)

No shares will be issued as consideration since both transferor companies are wholly-owned subsidiaries of the transferee company. Upon effectiveness, all equity shares of the transferor companies held by the transferee company shall stand cancelled.

Creditor and Shareholder Position

  • No secured creditors in any applicant companies as of 31 January 2026
  • Transferor Company-1: 113 unsecured creditors with outstanding amount of ₹16,59,83,564; obtained consent from creditors representing 57.94% in value
  • Transferor Company-2: 2 unsecured creditors with outstanding amount of ₹12,81,771; obtained consent from creditors representing 99.92% in value
  • Transferee Company: 269 unsecured creditors with outstanding amount of ₹27,52,25,334; net worth is highly positive with assets far exceeding liabilities

Final Outcome

The Tribunal allowed the application (CA(CAA)-86/MB/2026) with the following directions:

1. Meetings of equity shareholders of all companies are dispensed with due to high consent rates (100% for transferor companies, 99.20% for transferee company)

2. Meetings of unsecured creditors are dispensed with as their rights are not affected and they will be paid in ordinary course of business

3. Companies must serve notices to:

  • Equity shareholders of Transferee Company who haven't provided consent
  • Unsecured creditors who haven't provided consent (for Transferor Companies 1 & 2)
  • All unsecured creditors of Transferee Company

4. Representations must be filed within 30 days of notice receipt, otherwise presumed no objection

5. Notices must be served to regulatory authorities: Central Government (Regional Director), Registrar of Companies, Income Tax Authorities, GST Authorities, Official Liquidator, and any other sectoral regulators

6. Companies must file details of corporate guarantees, performance guarantees, contingent liabilities, letters of credit, and margin money

7. Notice and Scheme must be hosted on company websites

8. Affidavit of Service and Compliance Report must be filed within 10 working days after serving notices

The Scheme is approved subject to compliance with these directions and any representations received from stakeholders.

Topics: Corporate Amalgamation, Engineering Sector, NCLT Approval