Authority: National Company Law Tribunal (NCLT), New Delhi Bench, Court-VI

Order Date: 17 July 2026

Case Overview

This order pertains to a joint company petition (CAA-8/230/232/ND/2026) connected with an application (CAA-90(ND)/2025) filed by Avrums India Private Limited (Demerged Company) and Avrums Synergy Private Limited (Resulting Company) under Sections 230-232 of the Companies Act, 2013. The petition sought the tribunal's sanction for a Scheme of Arrangement by way of Demerger between the two petitioner companies.

The Demerged Company, Avrums India Private Limited, was incorporated on 27 April 2021. The Resulting Company, Avrums Synergy Private Limited, was incorporated on 05 September 2025. Both companies share the same registered office in New Delhi. The board of directors of both companies unanimously approved the proposed scheme in their meetings held on 21 September 2025. The appointed date for the demerger was fixed as 01 October 2025.

In a previous order dated 20 November 2025, the tribunal had dispensed with the requirement to convene meetings of equity shareholders of both companies and unsecured creditors of the demerged company. A meeting of the secured creditors of the demerged company was convened as directed. The Chairperson's Report dated 22 January 2026 indicated that out of 4 secured creditors, 3 creditors representing an amount of Rs. 21,80,58,149 were present and voted in favour of the scheme.

The tribunal directed the petitioner companies to issue notices to the Regional Director (Northern Region) of the Ministry of Corporate Affairs, the Income Tax Department, the Registrar of Companies (NCT of Delhi), and the Official Liquidator. The companies complied by publishing notices in The Indian Express (English) and Jansatta (Hindi) on 21 March 2026 and serving individual notices.

The Regional Director, in a report dated 16 April 2026, raised observations regarding a detailed breakup of the demerged company's investments worth Rs. 53,29,88,890 and requested audited financial statements with schedules of assets and liabilities. The petitioner companies filed a detailed response on 22 April 2026, providing the required breakup of investments and confirming that the audited financial statements for the year ended 31 March 2025 had already been filed. For the resulting company, it was clarified that it was incorporated on 05 September 2025 and had not yet prepared its first audited financial statements.

The Regional Director, represented by Mr. P. Ganguly, subsequently appeared before the tribunal and stated they had no further objections to the scheme. The Income Tax Department also stated it had no objection. The petitioner companies affirmed via an additional affidavit dated 08 June 2026 that they would pay any demand raised by the Income Tax Department or any other competent authority post-sanction of the scheme. They also confirmed that no proceedings for inspection, inquiry, or investigation were pending against either company.

The tribunal referenced the Supreme Court judgment in Miheer H. Mafatial vs Mafatial Industries Ltd (JT 1996 (8) 205), which establishes that the commercial wisdom of the parties to the scheme, as approved by the requisite majority, should not be interfered with by the court, whose jurisdiction is peripheral and supervisory, not appellate.

Final Outcome

The tribunal sanctioned the Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. The appointed date of 01 October 2025 was approved. Upon the scheme becoming effective, the demerged undertaking of Avrums India Private Limited shall stand transferred to and vested in Avrums Synergy Private Limited. This includes all contracts, liabilities, duties, and pending proceedings related to the demerged undertaking.

The petitioners were directed to deliver a certified copy of this order to the Registrar of Companies within thirty days for registration. The sanction is not construed as granting exemption from payment of stamp duty, taxes, or any other charges, and the petitioners remain bound to comply with all statutory requirements. The petition was disposed of accordingly.

Topics: Corporate Restructuring, NCLT Proceeding, Demerger