NCLT Sanctions Festive Homes-Bhatia Propcon Amalgamation Scheme

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

Order Date: 08 June 2026

Case Overview

The National Company Law Tribunal (NCLT) New Delhi Bench heard a joint Second Motion Petition filed by Festive Homes Private Limited (Transferor Company) and Bhatia Propcon Private Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013. The petition sought sanction of a Scheme of Amalgamation whereby the entire entity of Festive Homes Private Limited would be merged into Bhatia Propcon Private Limited with all assets and liabilities transferring to the transferee company.

Both companies are closely-held private limited companies operating in the real estate sector. Festive Homes Private Limited (CIN: U70101DL1996PTC078726, PAN: AABCF4680P) was incorporated on 7th May 1996 with an authorized share capital of ₹15,00,000 and paid-up capital of ₹6,02,000. As of 31st March 2024, its audited financials showed total funds of ₹2,09,167.71 (in '000s) with significant non-current investments of ₹2,03,538.95 (in '000s).

Bhatia Propcon Private Limited (CIN: U74899DL1990PTC041914) was incorporated on 13th October 1990 with an authorized share capital of ₹2,50,00,000 and paid-up capital of ₹1,66,27,000. Its audited financials as of 31st March 2024 showed total funds of ₹4,23,848.14 (in '000s) with inventories of ₹1,58,597.52 (in '000s) and cash equivalents of ₹1,81,580.43 (in '000s).

The rationale for amalgamation included business synergy, consolidation of resources, formation of a larger company for better growth prospects, reduction in administrative costs, and elimination of duplication. The Scheme specified an appointed date of 1st April 2024 and a share exchange ratio of 23 equity shares of Bhatia Propcon Private Limited (₹100 each) for every 1 equity share of Festive Homes Private Limited (₹100 each).

Regional Director raised concerns about cross-holding (Transferor held 81.96% of Transferee), an active charge in favor of Oriental Bank of Commerce on Transferor's MCA records despite company claims of no secured creditors, and compliance with Section 232(3)(i) regarding fees on revised authorized capital. The petitioners addressed these by explaining cross-holding cancellation, undertaking to resolve the charge issue, and committing to comply with capital fee requirements.

The Official Liquidator reported no complaints against the Scheme and found no prejudicial conduct in the Transferor Company's affairs. The Income Tax Department did not appear despite notices, and petitioners affirmed the Scheme wouldn't affect IT Department's recovery rights.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The Tribunal prescribed 11th April 2026 as the Appointed Date instead of 1st April 2024 considering elapsed time. Festive Homes Private Limited stands dissolved without winding-up, with all properties, rights, powers, liabilities, and proceedings transferring to Bhatia Propcon Private Limited. All employees of the transferor company will become employees of the transferee company without break in service. The transferee company must file annual implementation statements in Form CAA 8 with the Registrar of Companies. The petitioners must deliver a certified copy of the order to the Registrar of Companies within 30 days for registration.

Topics: Corporate Amalgamation, NCLT Approval, Real Estate Sector