Authority: National Company Law Tribunal, Kolkata Bench (Smt. Bidisha Banerjee, Hon'ble Member (Judicial) and Cmde Siddharth Mishra, Hon'ble Member (Technical))

Order Date: 09.06.2026

Case Overview

The National Company Law Tribunal (NCLT), Kolkata Bench heard an application (CA (CAA) No. 59/KB/2026) filed under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The application was jointly filed by eleven applicant companies seeking approval for a Scheme of Amalgamation where ten transferor companies would amalgamate with and into PPP Urja Private Limited (Transferee Company).

The ten transferor companies are: Ambition Infotech Private Limited (CIN: U51909WB2006PTC106996), Citywings Infotech Private Limited (CIN: U72900WB2006PTC108243), Ellora Developers Private Limited (CIN: U70101WB2006PTC108716), Everlike Infotech Private Limited (CIN: U72200WB2006PTC108253), Harbour Barter Private Limited (CIN: U51909WB2009PTC138294), Riddhi Finvest Private Limited (CIN: U65921WB1990PTC050021), Sonthalia Agro Marketing Private Limited (CIN: U01122WB2007PTC115969), Sonthalia Farm Development Private Limited (CIN: U01400WB2007PTC114865), Spurt Nirman Private Limited (CIN: U45400WB2007PTC115992), and Sridhar Softech Private Limited (CIN: U30007WB2005PTC104849). All companies share the same registered office at 9 Vivekananda Road, Kolkata-700007, West Bengal.

The Scheme, annexed as Annexure E from pages 563(1) to 574 in Volume 5 of the application, has an appointed date of 1st April 2025. The rationale for the amalgamation includes streamlining organizational structure, achieving administrative and operational convenience, realigning shareholding, strengthening financial position with wider capital base, achieving optimum utilization of group resources, enhancing net-worth, reducing cost of capital, consolidating same line of businesses, unlocking value, creating additional liquidity for shareholders, achieving greater administrative efficiency, enhanced productivity, and reduction in multiplicity of legal and regulatory compliances.

The Board of Directors of all applicant companies unanimously approved the Scheme at their respective board meetings held on 18.02.2025, with resolutions annexed as Annexure F from pages 575 to 596 in Volume 5. Mr. Rabindra Lal Ghosh and Mr. Kundan Kumar Yadav are common directors in all applicant companies.

The Tribunal noted that all equity shareholders (2 shareholders in each transferor company and 2 in transferee company as on 31.03.2025) provided 100% written consent to the Scheme and waived the requirement for separate meetings (consents annexed as Annexure I from pages 629 to 728 in Volume 6 for transferor companies and Annexure-K from pages 730 to 739 in Volume 6 for transferee company).

Regarding creditors: There are no secured creditors in any applicant company. For unsecured creditors: Transferor Company No. 5, 7, 8, and 9 each have 1 unsecured creditor; Transferee Company has 5 unsecured creditors. All unsecured creditors provided 100% written consent and waived the requirement for separate meetings (consents annexed as Annexure-M from pages 750 to 773 in Volume 7).

The application included a valuation report by an Independent Registered Valuer (Annexure G from pages 597 to 618 in Volume 5), certificates from Chartered Accountants verifying shareholder and creditor lists as on 31.03.2025, PAN cards of all applicant companies (Annexure Q from pages 816 to 825 in Volume 7), and certificates from Statutory Auditors confirming accounting treatment conformity with Accounting Standards (Annexure P from pages 805 to 815 in Volume 7).

Final Outcome

The Tribunal disposed of the application and passed the following orders: (i) Dispensed with the requirement for separate meetings of equity shareholders of all applicant companies due to 100% written consent; (ii) No requirement for secured creditor meetings as there are no secured creditors; (iii) Dispensed with meetings of unsecured creditors due to 100% written consent from all unsecured creditors; (iv) Directed the applicant companies to serve notices to the following authorities within ten days: Central Government through Regional Director (Eastern Region), Registrar of Companies (West Bengal), concerned Income-Tax Assessing Officer along with Chief Commissioner of Income-Tax, Official Liquidator, and other relevant sectoral regulators; (v) Notices to be sent by hand delivery through Special Messenger or by registered post or Speed Post, and by E-Mail; (vi) Authorities have 30 days from notice date to file representations; (vii) Applicants to file compliance affidavit at least 7 days before second motion hearing; (viii) Company Petition to be filed preferably within 6 weeks.

Topics: Corporate Amalgamation, NCLT Approval, Regulatory Compliance